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04 April 8, 2015 Commission
COMM-COMM-00044 NM Mom Riverside County Trargoriatian {nmmission MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, April 8, 2015 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside drW, COMMISSIONERS eet Chair— Daryl Busch Vice Chair — Scott Matas Second Vice Chair —John F. Tavaglione Kevin Jeffries, County of Riverside John F. Tavaglione, County of Riverside Chuck Washington, County of Riverside John J. Benoit, County of Riverside Marion Ashley, County of Riverside Deborah Franklin / Art Welch, City of Banning Brenda Knight / Jeff Fox, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Ella Zanowic / Jim Hyatt, City of Calimesa Dawn Haggerty / Jordan Ehrenkranz, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hernandez / To Be Appointed, City of Coachella Karen Spiegel / Eugene Montanez, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Adam Rush / Clint Lorimore, City of Eastvale Linda Krupa / Robert Youssef, City of Hemet Dana Reed / Douglas Hanson, City of Indian Wells Troy Strange / Glenn Miller, City of Indio Frank Johnston / Brian Berkson, City of Jurupa Valley Robert Radi / To Be Appointed, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Scott Mann / Wallace Edgerton, City of Menifee Jesse Molina / Jeffrey J. Giba, City of Moreno Valley Rick Gibbs / Jonathan Ingram, City of Murrieta Berwin Hanna / Kathy Azevedo, City of Norco Jan Harnik / Susan Marie Weber, City of Palm Desert Ginny Foat / Paul Lewin, City of Palm Springs Daryl Busch / Rita Rogers, City of Perris Ted Weill / To Be Appointed, City of Rancho Mirage Steve Adams / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Michael S. Naggar / To Be Appointed, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar To Be Appointed, Governor's Appointee Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. Tara Byerly From: Tara Byerly Sent: Thursday, April 02, 2015 8:02 AM To: Tara Byerly Subject: RCTC: April Commission Agenda - 04.08.2015 Importance: High Good morning Commission Alternates: The April Commission Agenda for the meeting being held on April 8 @ 9:30 a.m. is now posted: http://www.rctc.org/uploads/media items/april-8-2015.original.pdf Respectfully, Tara S. Byerly Senior Administrative Assistant RCTC 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951)787-7141 Tara Byerly From: Tara Byerly Sent: Thursday, April 02, 2015 7:59 AM To: Tara Byerly Cc: Jennifer Harmon Subject: RCTC: April Commission Agenda - 04.08.2015 Importance: High Good morning Commissioners: Conflict of Conflict of Interest Form.pdf [nterest Memo.pdf The April Commission Agenda for the meeting scheduled for Wednesday, April 8, 2015 @ 9:30 a.m. is available. Please copy the link: http://www.rctc.org/uploads/media items/april-8-2015.original.pdf In addition, for your review is the attached conflict of interest memo and the form. Please let me know if you have any questions. Thank you. Respectfully, Tara S. Byerly Senior Administrative Assistant RCTC 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951)787-7141 I. Riverside County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager DATE: April 1, 2015 SUBJECT: Possible Conflicts of Interest — Riverside County Transportation Commission Agenda of April 8, 2015 The April 8, 2015 agenda of the Riverside County Transportation Commission includes items that may raise possible conflicts of interest. A Commissioner may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. 7C — Agreement with Macias Gini & O'Connell LLP for Audit Services Consultant(s): Macias Gini & O'Connell LLP 4675 MacArthur Court, Suite 600 Newport Beach, CA 92660 Katherine V. Lai, Partner Agenda Item No. 7D — Agreement with Bartel Associates, LLC for Actuarial Valuation Services for Other Post Employment Benefits Consultant(s): Bartel Associates, LLC 411 Borel Avenue, Suite 101 San Mateo, CA 94402 Doug Pryor, Vice President Agenda Item No. 7F — Appointment of Underwriters for Commission Financings Consultant(s): Barclays Capital Inc. 555 California Street, 30th Floor San Francisco, CA 94104 John McCray-Goldsmith, Director RCTC Potential Conflicts of Interest April 1, 2015 Page 2 Agenda Item No. 7G — Lanes Proiect Consultant(s): Fidelity Capital Markets, a division of National Financial Services LLC 350 California Street, MKT 6 San Francisco, CA 94104 Debra Saunders, Vice President Goldman, Sachs and Co. 555 California Street, 45t Floor San Francisco, CA 94104 Ian Parker, Managing Director Merrill Lynch, Pierce, Fenner & Smith Incorporated 333 S. Hope Street, Suite 2310 Los Angeles, CA 90071 Kevin O'Brien, Managing Director Proiect and Construction Manager Services for the Interstate 15 Express Group Delta Consultants, Inc. 2 Mauchly, Suite B Irvine, CA 92618 Nikhila Srirawgpatna, CFO Psomas 1500 Iowa Avenue, Suite 210 Riverside, CA 92507 Cliff Simental, VP Survey and Mapping KleinfelderSimon Wong Engineering 3880 Lemon Street, Suite 300 Riverside, CA 92501 Marc McIntyre, Vice President Overland, Pacific & Cutler, Inc. 3750 Schaufele Ave, Suite 150 Long Beach, CA 90808 GCAP Services 3525 Hyland Ave., No. 260 Costa Mesa, CA 92626 Edward Salcedo, Jr., President Parsons Brinckerhoff, Inc. One Penn Plaza New York, NY 10119 Yvonne Quinones, Vice President Parsons Transportation Group 2201 Dupont Drive, Suite 200 Irvine, CA 92612 Kevin Haboian, Senior Vice President RT Engineering & Associates, Inc. 1851 E. First Street, Suite 900 Santa Ana, CA 92705 Mark LaBonte, Vice President/Principal Regina Talamantez, President S2 Engineering, Inc. 8608 Utica Ave., Suite 100 Rancho Cucamonga, CA 91730 Sagar Pandey, Principal Transportation Innovations 16443 Tudor Grove Drive Orlando, FL 32828 Harold Worrall, President Technology Partnerz Ltd. 2035 Victoria Ave., Suite 204 St -Lambert, Quebec, Canada J4S IY7 Eric Torkia, Executive Partner RCTC Potential Conflicts of Interest April 1, 2015 Page 3 Agenda Item No. 7H — Interstate 15 Express Lanes Proiect Investment Grade Traffic and Revenue Study Services Consultant(s): Stantec Consulting Services, Inc. 50 West 23`d Street New York, NY 10010 Steve Abendschein, Principal Agenda Item No. 9 — Adoption of a Resolution Certifying the Mid County Parkway Proiect Environmental Impact Report, Approval of the Mid County Parkway Project, and Approval of an Amendment with Jacobs Engineering Group, Inc. Consultant(s): Epic Land Solutions, Inc. 2601 Airport Drive, Suite 115 Torrance, CA 90505 Lynette Overcamp, Vice President Geographics 4178 Chestnut Street Riverside, CA 92501 Lisa Van Olden, Managing Partner Jacobs Engineering Group Inc. 3161 Michelson Drive, Suite 500 Irvine, CA 92612 Steven P. Bichich, Vice President LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 Firoz Jamal, Chief Financial Officer VRPA Technologies, Inc. 4630 W. Jennifer, Suite 105 Fresno, CA 93722 Georgiena M. Vivian, President RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, April 8, 2015 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission's website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. PUBLIC COMMENTS — Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES — JANUARY 29-30 COMMISSION WORKSHOP AND MARCH 11, 2015 Riverside County Transportation Commission Agenda April 8, 2015 Page 2 6. ADDITIONS / REVISIONS — The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 7. CONSENT CALENDAR — All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. 7A. CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM AUDIT REGARDING PAY SCHEDULE REQUIREMENTS AND ADJUSTMENT OF EMPLOYER -PAID MEMBER CONTRIBUTIONS REPORTING Page 1 Overview This item is for the Commission to: 1) Adopt Resolution No. 15-002, "Resolution of Riverside County Transportation Commission Adopting the Fiscal Year 2012/13 Publicly Available Pay Schedule as Required by Ca1PERS"; 2) Adopt Resolution No. 15-003, "Resolution of Riverside County Transportation Commission Adopting the Fiscal Year 2013/14 Publicly Available Pay Schedule as Required by Ca1PERS"; 3) Adopt Resolution No. 15-004, "Resolution of Riverside County Transportation Commission Adopting the Fiscal Year 2014/15 Publicly Available Pay Schedule as Required by Ca1PERS"; and 4) Adopt Resolution No. 15-005, "Resolution of Riverside County Transportation Commission Adjusting Reporting of Employer Paid Member Contributions". 7B. QUARTERLY SALES TAX ANALYSIS Page 12 Overview This item is for the Commission to receive and file the sales tax analysis for Quarter 3 2014 (Q3 2014). Riverside County Transportation Commission Agenda April 8, 2015 Page 3 7C. AGREEMENT WITH MACIAS GINI & O'CONNELL LLP FOR AUDIT SERVICES Overview This item is for the Commission to: Page 20 1) Award Agreement No. 15-19-043-00 to Macias Gini & O'Connell LLP (MGO) for audit services for a three-year term, and two one-year options to extend the agreement, in the amount of $841,000, plus a contingency amount of $59,000, for a total amount not to exceed $900,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for these audit services. 7D. AGREEMENT WITH BARTEL ASSOCIATES, LLC FOR ACTUARIAL VALUATION SERVICES FOR OTHER POST EMPLOYMENT BENEFITS Overview This item is for the Commission to: Page 41 1) Award Agreement No. 15-19-044-00 to Bartel Associates, LLC (Bartel) for actuarial valuation services for Other Post Employment Benefits (OPEB) for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $45,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 7E. TRUSTEE SERVICES FOR TOLL REVENUE BONDS Overview This item is for the Commission to Page 61 1) Award Agreement No. 15-19-083-00 to U.S. Bank National Association (US Bank) for trustee services related to the 2013 Toll Revenue Bonds (Toll Bonds) for the State Route 91 Corridor Improvement Project (91 Project) for a five- year term, and additional option periods in five-year increments, in the amount of $60,000, plus a contingency amount of $5,000, for a total amount not to exceed $65,000 for the initial five-year term; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute agreement on behalf of the Commission; Riverside County Transportation Commission Agenda April 8, 2015 Page 4 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the trustee services; and 4) Ratify Agreement No. 15-19-085-00, a three -party agreement among the Commission, US Bank as successor trustee, and The Bank of New York Mellon Trust Company, N.A. (BNY Mellon) as prior trustee regarding the transfer of the rights, powers, and trusts related to the Toll Bonds. 7F. APPOINTMENT OF UNDERWRITERS FOR COMMISSION FINANCINGS Overview This item is for the Commission to: Page 95 1) Approve the selection of the following firms to provide underwriting services to the Commission in connection with long-term debt financings for a four- year term, and two one-year options to extend the term: a) Academy Securities, Inc. (Academy); b) Bank of America Merrill Lynch (BAML); c) Barclays Capital, Inc. (Barclays); d) Fidelity Capital Markets (Fidelity); e) Goldman Sachs & Co. (Goldman); and 2) Approve the appointments of BAML and Goldman to perform the services of joint bookrunning senior managing underwriters, Barclays as co -senior managing underwriter, and Academy and Fidelity as co -managing underwriters in connection with the proposed Interstate 15 Express Lanes project financing. 7G. PROJECT AND CONSTRUCTION MANAGER SERVICES FOR THE INTERSTATE 15 EXPRESS LANES PROJECT Overview This item is for the Commission to: Page 99 1) Award Agreement No. 15-31-001-00 to Parsons Transportation Group, Inc. (PTG) for project and construction management (PCM) services for the Interstate 15 Express Lanes project in the amount of $50,625,807, plus a contingency amount of $4,050,065, for a total amount not to exceed $54,675,872; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. Riverside County Transportation Commission Agenda April 8, 2015 Page 5 7H. INTERSTATE 15 EXPRESS LANES PROJECT INVESTMENT GRADE TRAFFIC AND REVENUE STUDY SERVICES Overview This item is for the Commission to: Page 108 1) Award Agreement No. 15-31-048-00 to Stantec Consulting Services, Inc. (Stantec) for investment grade traffic and revenue study services for the Interstate 15 Express Lanes project in the amount of $ 1.1 million, plus a contingency amount of $100,000, for a total amount not to exceed $1.2 million; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the agreement. 71. SECURITY SERVICES AT RIGHT OF WAY PROPERTIES FOR STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Overview This item is for the Commission to: Page 112 1) Award Agreement No. 15-31-084-00 to All Security Services for security services during construction of the State Route 91 Corridor Improvement Project (91 Project) in the amount of $100,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 7J. 2015 WESTERN RIVERSIDE SPECIALIZED TRANSIT CALL FOR PROJECTS — MEASURE A SPECIALIZED TRANSIT GRANT AWARDS Overview This item is for the Commission to: Page 136 1) Award Agreement No. 15-26-067-00 to Blindness Support Services, Inc. for the provision of travel training services (Travel Training Program) in an amount not to exceed $197,792 in Measure A Specialized Transit grant funds; 2) Award Agreement No. 15-26-068-00 to Boys and Girls Clubs of Southwest County for the provision of directly operated transportation services (Before and After School Transportation Program) in an amount not to exceed $816,250 in Measure A Specialized Transit grant funds; Riverside County Transportation Commission Agenda April 8, 2015 Page 6 3) Award Agreement No. 15-26-069-00 to Care -A -Van Services, Inc. for the provision of directly operated transportation services (Care -A -Van Project) in an amount not to exceed $1,236,468 in Measure A Specialized Transit grant funds; 4) Award Agreement No. 15-26-070-00 to Care Connexxus, Inc. for the provision of directly operated transportation services (Specialized Transit Project) in an amount not to exceed $781,130 in Measure A Specialized Transit grant funds; 5) Award Agreement No. 15-26-071-00 to the city of Norco Parks Department for the provision of directly operated transportation services (Norco Senior Shuttle Service Program) in an amount not to exceed $180,000 in Measure A Specialized Transit grant funds; 6) Award Agreement No. 15-26-072-00 to Community Connect for the provision of transportation information services (211 Riverside One Call/One Click Project) in an amount not to exceed $255,139 in Measure A Specialized Transit grant funds; 7) Award Agreement No. 15-26-073-00 to Community Connect for the provision of transportation pass or voucher services (Transportation Access Program) in an amount not to exceed $578,025 in Measure A Specialized Transit grant funds; 8) Award Agreement No. 15-26-074-00 to County of Riverside Department of Mental Health for the provision of directly operated transportation service (Transportation Program) in an amount not to exceed $549,826 in Measure A Specialized Transit grant funds; 9) Award Agreement No. 15-26-075-00 to Forest Folk, Inc. for the provision of directly operated transportation service (Idyllwild Areas Shuttle Service) in an amount not to exceed $157,000 in Measure A Specialized Transit grant funds; 10) Award Agreement No. 15-26-076-00 to Friends of Moreno Valley Senior Center, Inc. for the provision of directly operated transportation services (Mo Van Transit Service) in an amount not to exceed $205,128 in Measure A Specialized Transit grant funds; 11) Award Agreement No. 15-26-077-00 to Independent Living Partnership for the provision of mileage reimbursement to volunteer drivers (Transportation Reimbursement and Information Project — TRIP Western Riverside) in an amount not to exceed $1,270,254 in Measure A Specialized Transit grant funds; 12) Award Agreement No. 15-26-078-00 to Inland Aids Project for the provision of directly operated transportation services (Inland Aids Project Transportation Program) in an amount not to exceed $283,930 in Measure A Specialized Transit grant funds; 13) Award Agreement No. 15-26-079-00 to Operation SafeHouse, Inc. for the provision of directly operated transportation services (Main Street Transitional Living Program) in an amount not to exceed $89,343 in Measure A Specialized Transit grant funds; Riverside County Transportation Commission Agenda April 8, 2015 Page 7 14) Award Agreement No. 15-26-080-00 to the Riverside County Regional Medical Center for the provision of directly operated transportation services (Specialized Non -Emergency Medical Transportation program) in an amount not to exceed $918,322 in Measure A Specialized Transit grant funds; 15) Award Agreement No. 15-26-081-00 to United States Veterans Initiative for the provision of directly operated transportation services (U.S. Vets Inland Empire Transportation Program) in an amount not to exceed $129,915 in Measure A Specialized Transit grant funds; 16) Award Agreement No. 15-26-082-00 to Voices for Children for the provision of mileage reimbursement to volunteer drivers (Volunteer Mileage Reimbursement Program) in an amount not to exceed $269,478 in Measure A Specialized Transit grant funds; 17) Award Agreement No. 15-26-086-00 to Riverside Transit Agency for the provision of a two-year demonstration program for Dial -A -Ride Plus in an amount not to exceed $82,000 in Measure A Specialized Transit grant funds; and 18) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. 7K. AMENDMENT TO COMMISSION'S RAIL PROGRAM SHORT RANGE TRANSIT PLANS Page 143 Overview This item is for the Commission to: 1) Amend the Commission's Commuter Rail Program's Fiscal Year 2014/15 Short Range Transit Plan (SRTP), as follows: a) Allocate $3,589,325 of FY 2014/15 Proposition 1B Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) funds to the Riverside County rail passenger efficiency upgrades project; b) Allocate $17,895,032 of Federal Transit Administration (FTA) Section 5307 Grant funds to the Riverside County rail passenger efficiency upgrades project; c) Allocate $11,631,985 FTA Section 5337 Grant funds to the commuter rail state of good repair project; d) Allocate $2,281,747 FTA Section 5309 Grant funds to the existing commuter rail rehabilitation project; e) Allocate $355,617 from the FY 2013/14 and $355,625 from the FY 2014/15 Proposition 1B California Transit Security Grant Program — California Transit Assistance Fund (CTSGP-CTAF) funds for video surveillance system upgrades and station security equipment; and Riverside County Transportation Commission Agenda April 8, 2015 Page 8 2) Adopt Resolution Nos. 15-007 and 15-008, "Resolutions of the Riverside County Transportation Commission Appointing Individuals to Act on Behalf of the Commission for the Purpose of Applying and/or Accepting Grants Awarded to the Commission's Rail Program", related to the two CTSGP-CTAF grants. 8. STATE AND FEDERAL LEGISLATIVE UPDATE Overview This item is for the Commission to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill positions: a) AB 914 (Brown) — Support; and b) AB 1171 (Linder) — Support. Page 151 9. ADOPTION OF A RESOLUTION CERTIFYING THE MID COUNTY PARKWAY PROJECT ENVIRONMENTAL IMPACT REPORT, APPROVAL OF THE MID COUNTY PARKWAY PROJECT, AND APPROVAL OF AN AMENDMENT WITH JACOBS ENGINEERING GROUP, INC. Page 155 Overview This item is for the Commission to: 1) Adopt Resolution No. 15-006, "Resolution of the Riverside County Transportation Commission Certifying the Final Environmental Impact Report (SCH #2004111103), Adopting Findings Pursuant to the California Environmental Quality Act, Adopting a Mitigation Monitoring and Reporting Program, Adopting a Statement of Overriding Considerations, and Approving the Mid County Parkway Project"; 2) Approve the Mid County Parkway (MCP) project to move into the phase of right of way (ROW) acquisition and plans, specifications, and estimates (PS&E); 3) Approve Agreement No. 04-31-018-09, Amendment No. 9 to Agreement No. 04-31-018, with Jacobs Engineering Group, Inc. (Jacobs) to perform Phase III post environmental impact report (EIR)/environmental impact statement (EIS) close-out tasks through the permitting process and provide legal assistance as requested for the MCP project for an additional amount of $1,350,693, plus a contingency amount of $135,007, for a total additional amount of $1,485,700, resulting in a total amount not to exceed $46,997,417; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. Riverside County Transportation Commission Agenda April 8, 2015 Page 9 10. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 11. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. 12. CLOSED SESSION 12A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION Pursuant to Government Code Section 54956.9 (d)(1) Case No(s). RIC 1311601, RIC 1313618, and RIC 1312363 13. ADJOURNMENT The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, May 13, 2015, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN -IN SHEET APRIL 8, 2015 NAME AGENCY E_MAIL ADDRESS 0 610012/9-h.-)411,%1,(_ y.,, n n-(AZ. � Elf 010 a W n ( ° h,l-" -3(36 ,z (3) c nt McK�o 1/4-t_ i, Ey - �=��� 1-��e�2 f41-U-Er- <l G G / viS /11 v/ i R-i � A- pAtc mAet- J`IAGGAYL ` t.INAEC uLA kinda rlijR/), 9 �,/�m e=t- �6IN' Abl R A 1 m-r4 i�u� n (. A e � /QV klf 707)7e L , f.. -ft/ l / ,„ -- ... 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CdAct_el14 , f _ s C, �j�J a �- eAm2„„j, RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL APRIL 8, 2015 County of Riverside, District I County of Riverside, District II County of Riverside, District III County of Riverside, District IV County of Riverside, District V City of Banning City of Beaumont City of Blythe City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Corona City of Desert Hot Springs City of Eastvale City of Hemet City of Indian Wells City of Indio City of Jurupa Valley City of La Quinta City of Lake Elsinore City of Menifee City of Moreno Valley City of Murrieta City of Norco City of Palm Desert City of Palm Springs City of Perris City of Rancho Mirage City of Riverside City of San Jacinto City of Temecula City of Wildomar Governor's Appointee, Caltrans District 8 0 cU'ekQ2 Present Absent O O Jam, ;2: 13/ )21' O O 12/ 1 ;le 0 0 O .2' O xiz' O O O X ;� Q s1► 10 o q q.cm. DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: A r j) 0/ 2 a )� CHECK IF SUBJECT OF AmoviVementfPUBLIC COMMENTS: PUBLIC COMMENTS: SCA AGENDA ITEM NO.: SUBJECT OF (AS LISTED ON THE AGENDA) 11 AGENDA ITEM: NAME: A- n aid S Q n In/ Vet/ PHONE NO.: ADDRESS: STREET /" CITY ZIP CODE REPRESENTING: 5oof-Aern Caic f fiSSOCIQ� l�G/'1 01 UV HONE NO.: NAME OF AGENCY / ORGANIZATION / GROUP BUSINESS ADDRESS: STREET CITY ZIP CODE DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: CHECK IF SUBJECT OF PUBLIC COMMENTS: CI PUBLIC COMMENTS: AGENDA ITEM NO.: SUBJECT OF ©p 1 oSe (AS LISTED ON THE AGENDAI AGENDA ITEM: M `‘,A C G Itw`" yek.44MAkeig, NAME: Ct{A id C� ice' 1 PHONE NO.: ADDRESS: �b 2: .S9 u F F( � � t o R D 14v �R. L D4lti( I ���`" STREET C ZIP CODE REPRESENTING: PHONE NO.: NAME OF AGENCY / ORGANIZATION / GROUP BUSINESS ADDRESS: STREET CITY ZIP CODE f� ��DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: /� 0 �-1 � p CHECK IF / SUBJECT OF PUBLIC COMMENTS: O PUBLIC COMMENTS: AGENDA ITEM NO.: (AS LISTED ON THE AGENDA) NAME: ADDRESS:j47 < STREET REPRESENTING: Yr4 SUBJECT OF At } '�r-�AGENDA ITEM: �Lt/2� Ci r�We PHONE NO.:2"�J��� CI ZIP CODE NAME OF AGENCY / ORGANIZATION / GROUP BUSINESS ADDRESS: PHONE NO.: ��-1:11,4�G�jj STREET CITY ZIP CODE DETACH AND SUBMIT TO THE CLERK OF THE BOARD \ DATE: Apr.,' c9-eIL<— CHECK IF SUBJECT OF PUBLIC COMMENTS PUBLIC COMMENTS: AGENDA ITEM NO.: (AS LISTED ON THE AGENDA) NAME: �� '� 1i4Z- PHONE NO.: ADDRESS: t=u7lo 7/ orl d � Aee2to q 1 V1 91 z--7 STREET / CITY ZIP CODE REPRESENTING: 4 e41.6 PHONE NO.:,���Z"~.6.74) NAME OF AGENCY / ORGANIZATION / GROUP SUBJECT OF AGENDA ITEM: BUSINESS ADDRESS: STREET CITY ZIP CODE DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: Lf /D/ 1S CHECK IF � SUBJECT OF �i(/� S QZ s- e r PUBLIC COMMENTS: PUBLIC COMMENTS: /�+V O AGENDA ITEM � SUBJECT OF (AS LISTED ON THE AGENDA) AGENDA ITEM: NAME: l � PHONE NO.:9-S7 tcri D-344 ADDRESS: a W l 5 6 1J At/A' STREET -erk-, ` P C /) g� $ ` . CITY ZIP CODE REPRESENTING: PHONE NO.: NAME OF AGENCY / ORGANIZATION / GROUP BUSINESS ADDRESS: STREET CITY ZIP CODE DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: A/Ori- 13 ,Dzg CHECK IF SUBJECT OF PUBLIC COMMENTS: O PUBLIC COMMENTS: AGENDA ITEM NO.: SUBJECT OF /� ,A e /1 j L (AS LISTED ON THE AGENDA) AGENDA ITEM' �G G erel�� /�'LCoL C G%:ea g o, NAME: #7:02- �� 1�� PHONE NO.: 952. 3zse-'it6-- ADDRESS: s / !`z4fti iZ �j �l STREET REPRESENTING:_ �"le`' i�S � - 6)44.) NAME OF AGENCY / ORGANIZATION / GROUP CITY ZIP CODE E NO.: �r BUSINESS ADDRESS: STREET CITY ZIP CODE l� DETACH AND SUBMIT TO THE CLERK OF THE BOARD DATE: ie /g /07-- CHECK IF SUBJECT OF PUBLIC COMMENTS: AGENDA ITEM NO.: (AS LISTED ON THE AGENDA) NAME: ADDRESS: STREET PUBLIC COMMENTS: SUBJECT OF AGENDA ITEM: t' �00g1D PHONE NO.: -7 I `G' z Z0 " 17 J d Grs40u(,437,U s 7 t CRY ZIP CODE REPRESENTING: PHONE NO.: NAME OF AGENCY / ORGANIZATION / GROUP BUSINESS ADDRESS: STREET CITY ZIP CODE AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Thursday, January 29, 2015 WELCOME AND WORKSHOP OVERVIEW The Riverside County Transportation Commission Workshop was called to order by Chair Daryl Busch at 1:10 p.m., at the Hyatt Palm Springs, 285 North Palm Canyon Drive, Palm Springs, CA. Chair Busch provided welcoming comments. John Standiford, Deputy Executive Director, provided an overview of the topics for discussion at the workshop. LOOKING BACKWARDS TO LEAP FORWARD John Standiford expressed it is time to consider what is next for the Commissions' future and highlighted the following areas: • Looking backwards to leap forward — Where it all started; • FY 2014/15 organizational chart; • How do we pay for what we do — Measure A provisions and funding; • How return to source works; • Measure A tax revenues; • FY 2014/15 funding sources; • Details on federal and state funding; • Funding and delivery projects; • Coachella Valley and Western County projects — Under construction and future projects; • Tolling: The New Frontier; • Commission activities and services; • Quality of life and protecting the environment — Public transit and additional efforts; • Riverside County integrated project (RCIP) and RCIP planning values; • MSHCP and MSHCP obligations; and • Additional Commission activities and services and looming responsibilities — Desired projects and facing the future. The Commissioners discussed the proposed changes and structure and expressed support. SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS 2016 REGIONAL TRANSPORTATION PLAN/SUSTAINABLE COMMUNITIES STRATEGY Anne Mayer welcomed and introduced Hasan Ikhrata, Executive Director of Southern California Association of Governments (SCAG). Riverside County Transportation Commission Minutes January 29 — 30, 2015 Page 2 Hasan Ikhrata presented the 2016 Regional Transportation Plan (RTP)/Sustainable Communities strategy (SCS) and highlighted the following areas: • About SCAG and its governance structure; • SCAG regional issues — Transportation, goods movement, housing air quality, SCS/land use, funding, long term growth forecast, and water; • Major demographic trends in the SCAG region and intergenerational partnership; • Projected future growth of SCAG region and where is growth coming from; • Population shifts by age cohort and shift in ages of the population in the SCAG region; • Implications of changing demographics; • Poverty largely an Inland and Los Angeles issue; • Much of the future workforce is living in poverty and the major unmet adult workforce education issue; • From poverty to prosperity: increasing pathways to jobs and opportunity; • Median household income, California education levels, unemployment at a glance; • Unemployment for Riverside and San Bernardino Counties; • Candidates for good paying job growth — Riverside and San Bernardino Counties; • 2012 RTP/SCS and key strategies; • 2016 RTP/SCS development framework; • A map depicting the passenger rail in southern California Circa 1920, 1990, and in 2035; • 2016 RTP/SCS emerging trends and opportunities — What about the millennials and transportation technologies; and • 2016 RTP/SCS framework — Bottoms up planning process, timeline, and milestones. The Commissioners discussed the disadvantaged communities in Riverside County. OREGON: AMERICA'S TEST BED FOR ROAD USER CHARGING Aaron Hake, Governments Relations Manager, welcomed and introduced James Whitty, Manager, Office of Innovative Partnerships and Alternative Funding, Oregon Department of Transportation. James Whitty presented the Oregon's Road Usage Charge program, highlighting the following areas: • Oregon's per mile road usage charge law; • Why charge by the mile — Motivations for change in road funding; • Total light duty vehicle miles traveled during 1995-2040 and average sales -weighted mpg; • U.S. light duty vehicle energy use during 1995-2040; • The basics of charging by the mile — Road usage charge collection the options; • How people will report their miles; • Categories of mileage reporting; Riverside County Transportation Commission Minutes January 29 — 30, 2015 Page 3 • Oregon's road usage charging program and Oregon's first per mile charge pilot program 2006-07; • Public concerns with road usage charging; • New strategic objective for road usage charging in Oregon; • Organizing principles for Oregon's distance charging system; • Oregon's second per mile charge pilot program 2012-13; • Oregon's per mile road usage charge law; • How Oregon's road usage charge program addresses main concerns of the public; • How Oregon's road usage charge program will work; • Timeline for road usage charge program; • Western Road Usage Charge Consortium; • Oregon road usage pilot program; and • Most frequently suggested funding alternatives. The Commissioners discussed the road usage charge pilot program for vehicle miles traveled for Riverside County. CRITICAL QUESTIONS FOR CALIFORNIA'S ROAD AHEAD FOR ROAD USER CHARGING — PANEL DISCUSSION Anne Mayer welcomed and introduced Will Kempton, California Transportation Commission Executive Director, Norma Ortega, Caltrans Chief Financial Officer, and Steve Finnegan, Automobile Club of Southern California Manager of Public Affairs, and provided an overview for the panel discussion concerning California's road ahead for road user charging. The Commissioners and the panel discussed the pilot program and the structure for road user charging for vehicle miles traveled in Riverside County. The Commission workshop adjourned at 5:40 p.m. On Friday January 30, the Commission meeting reconvened at 8:30 a.m. MINUTES Friday, January 30, 2015 The second day of the Riverside County Transportation Commission Workshop was called to order by Chair Daryl Busch at 8:30 a.m., at the Hyatt Palm Springs, 285 North Palm Canyon Drive, Palm Springs, CA. FACILITATED DISCUSSION: WHERE DO WE GO FROM HERE? There was a facilitated discussion held with Facilitator Sam Gennawey, KPA Senior Associate, to establish vision statements that would articulate the Commissioners' high-level and priorities. A wide-ranging discussion ensued regarding a number of future transportation needs and policy decisions which included funding, planning and policy matters; however no action was taken Riverside County Transportation Commission Minutes January 29 — 30, 2015 Page 4 nor sought. Executive Director Anne Mayer indicated that some of the discussion points would be incorporated in future Commission actions such as the Commission's Budget Objectives. Ms. Mayer also announced that the Commission was issuing a Request for Proposals for a consultant to complete a strategic assessment to evaluate the Commission's accomplishments, requirements and resources and compare them to future responsibilities and transportation needs. The assessment would take place during 2015 and staff would return to the Commission at its 2016 Workshop on the results, which could then lead to a Countywide Transportation Plan. WORKSHOP CLOSING REMARKS AND ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, the workshop adjourned at 11:05 a.m. Respectfully submitted, Osui‘-)^-,-)19..k_ H Jennifer Harmon Clerk of the Board RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, March 11, 2015 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Daryl Busch at 9:30 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE Commissioner Scott Matas led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Commissioners Absent Marion Ashley Paul Lewin Ben Benoit Clint Lorimore John J. Benoit Bob Magee Daryl Busch Scott Mann Joseph DeConinck Scott Matas Rick Gibbs Glenn Miller Dawn Haggerty Jesse Molina Berwin Hanna Michael Naggar Jan Harnik Catalino Pining III Steven Hernandez Robert Radi Kevin Jeffries* Dana Reed Frank Johnston Karen Spiegel Shelley Kaplan John F. Tavaglione* Brenda Knight Ted Weill Linda Krupa Art Welch Andrew Kotyuk Ella Zanowic *Arrived after the meeting was called to order 4. PUBLIC COMMENTS Steve Adams Chuck Washington Robert Manning, Southwest Rail Passenger Association, provided a handout that was distributed to the Commissioners regarding the 2015 California Passenger Rail Summit being held April 28 -29, in Sacramento. Mr. Manning invited all Commissioners to Riverside County Transportation Commission Minutes March 11, 2015 Page 2 attend this important event. This will bring passenger rail to its proper level of relevance in this state and expressed gratitude to the Commission for being a supportive agency and for helping put this event together. 5. APPROVAL OF MINUTES — JANUARY 14, 2015 M/S/C (Hanna/Matas) to approve the January 14, 2015 minutes as submitted. Abstain: Harnik, Hernandez, Knight, Lorimore, and Miller 6. PUBLIC HEARING — ADOPTION OF AMENDMENT TO RESOLUTION OF NECESSITY FOR THE ACQUISITION OF PERMANENT ACCESS EASEMENT, TEMPORARY BUILDING ACCESS EASEMENT, TEMPORARY CONSTRUCTION ACCESS EASEMENT, TEMPORARY CONSTRUCTION EASEMENT, AND TEMPORARY DEMOLITION CONSTRUCTION EASEMENT INTERESTS IN PORTIONS OF CERTAIN REAL PROPERTY BY EMINENT DOMAIN, MORE PARTICULARLY DESCRIBED AS ASSESSOR PARCEL NO. 101-170-038 LOCATED IN CORONA, RIVERSIDE COUNTY, CALIFORNIA, FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT, BETWEEN PIERCE STREET ON THE EAST TO THE COUNTY LINE ON THE WEST, IN RIVERSIDE COUNTY, CALIFORNIA At this time, Commissioner John Tavaglione joined the meeting. Chair Busch opened the public hearing and called upon legal counsel to explain the nature and scope of this hearing. Steve DeBaun, legal counsel, explained the purpose of this hearing is for the Board to consider the adoption of Amended Resolution of Necessity No. 13-073 for the acquisition of real property for the State Route 91 Corridor Improvement Project (SR-91 CIP). He stated at the conclusion of this hearing, the Board will be asked to adopt the resolution of necessity and he listed the findings. He explained the purpose of this hearing is to consider the need for acquisition of the property and not to consider the value of the property. Tara Byerly, Deputy Clerk of the Board, verified the proof of mailing that certifies the notices were sent to the property owners of said parcel number are on file with the Commission. Ms. Byerly stated there was a written request to appear from Michael Kehoe, from Palmieri, Tyler, Wiener, Wilhelm and Waldron LLP, representing Allsize Storage Corona, Inc. (Allsize). No. APNs CPNs Owner Amended RON No. Request to be Heard 1 101-170-038 22114-7, 22114-8, John and Karen 13-073 Yes 22114-9, 22114-10, Brewster and Allsize and 22114-11 Storage Corona, Inc. Riverside County Transportation Commission Minutes March 11, 2015 Page 3 Mark Lancaster, Right of Way Manager, presented the amended resolution of necessity for the SR-91 CIP and discussed the following areas: • Four findings required by the Board; • Project Map — Parcel location in the project area; • Parcel list; • Offers of just compensation; • Aerial view of the parcel; and • Staff recommendation. At this time, Commissioner Kevin Jeffries joined the meeting. Chair Busch called on any persons who wish to be heard that have an interest in a property. Michael Kehoe discussed his objections to the amended resolution as well as the original resolution related to the permanent access easement and its financial impact on his clients, the abandonment of portions of rights already taken possession of through a court order, and requested clarification. He also suggested there would be less of an economic impact by acquiring an alternate route to the drainage area. Mr. Kehoe then expressed Section 7 of the proposed resolution should be excluded from the amended resolution of necessity to remove legal counsel's right to change the scope of the rights being acquired. Mark Lancaster explained with regard to abandoning the rights, it will be included in the amended action as it does not need to be a part of the adopted amended resolution since it will be done with the court filing. Steve DeBaun concurred with Mr. Lancaster's comment and stated it does not need to be a part of the resolution. Mark Lancaster explained the other alternative to the drainage area or the permanent easement area is through residential properties. He stated this has been discussed and staff believes the Allsize parcel gives better direct access for removal of debris, getting equipment in and out, and Caltrans will do its best to minimize any impacts to the business. Mr. Lancaster explained if staff finds a way to reduce the rights needed for a parcel, the resolution allows staff and legal counsel to do so without returning to the Commission. He stated it is when staff needs to get additional rights above and beyond what was originally adopted is when it comes back to the Commission for action such as this amended resolution. Chair Busch then called on any other persons who wish to be heard. There were no requests to speak. Riverside County Transportation Commission Minutes March 11, 2015 Page 4 In response to Commissioner Jan Harnik's clarification about the appearance of the permanent access easement, Mark Lancaster replied it is a drive isle. At the north end of the drive isle, there are four storage units and a trash enclosure that will need to be removed. He noted staff looked at alternate locations for the trash enclosure. He then referred to an aerial view of the proposed permanent access easement and explained how it will appear once it is completed. Anne Mayer clarified Caltrans will enter the driveway off of Palisades Drive to the drive isle on the eastern edge of the property through a gate in order to maintain the drainage area. In response to Commissioner Karen Spiegel's request for clarification regarding compensation and the alternative through the residential property, Mark Lancaster replied the property owner will be compensated for the removal of the four storage units. Regarding the alternative, it would be necessary to affect five homes. Also there must be a pathway to the drainage area, which cannot be done through that alternative as Caltrans may require heavy equipment to remove any debris. Commissioner Spiegel then asked for clarification on the abandonment of the previous action. Mark Lancaster stated there will be an amended court action for the abandonment of the previous rights so those 49 units originally impacted will be released to the property owner. He noted the 49 units are vacant and the 42 units that were occupied of the 49 have been relocated. This was considered in the calculation of compensation. In response to Commissioner Spiegel's question regarding Section 7 of the resolution, Steve DeBaun replied this is included in every resolution the Commission adopted and has been discussed at prior Commission meetings. He explained it is a matter of being able to effectuate the desire of the Commission, as well as to make minor changes that result in a modification of lowering of the value of the take. Anne Mayer explained with respect to this clause, it allows staff to proceed often times with getting to a settlement with property owners. She expressed the fact that staff is before the Commission for approval of the amended resolution due to this significant modification demonstrates staff only uses this clause for the reduction in the taking as well as for those changes that are minor in nature. In response to Chair Busch's question how often Caltrans would need access, Catalino Pining, representing Caltrans District 8, replied during the winter season Caltrans will access the drainage area three to four times depending on the amount of rainfall and debris. At this time, Chair Busch closed the public hearing. Riverside County Transportation Commission Minutes March 11, 2015 Page 5 M/S/C (Gibbs/B. Benoit) to: 1) Conduct a hearing to consider the adoption of amendment to resolution of necessity, including providing all parties interested in the affected property and their attorneys, or their representatives, an opportunity to be heard on the issues relevant to the resolutions of necessity; 2) Make the following findings as hereinafter described in this report: a) The public interest and necessity require the proposed project; b) The project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; c) The real property to be acquired is necessary for the project; and d) The offer of just compensation has been made to the owner. 3) Adopt Amended Resolution of Necessity No. 13-073, "Resolution of Necessity for the Acquisition of Property Interests in Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 101-170-038 located in Corona, Riverside County, California", for the State Route 91 Corridor Improvement Project (SR-91 CIP), Between Pierce Street on the East to the Riverside/Orange County Line on the West, in Riverside County, California. 7. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 8. CONSENT CALENDAR Commissioner Andrew Kotyuk requested to pull Agenda Item 8C, "Quarterly Sales Tax Analysis", and Agenda Item 8D, "Quarterly Investment Report", for further discussion. M/S/C (Ashley/Spiegel) to approve the following Consent Calendar items. 8A. FISCAL YEAR 2014/15 MID -YEAR BUDGET ADJUSTMENTS Approve a net increase of $885,000 in Fiscal Year 2014/15 expenditures for mid- year budget adjustments. 8B. QUARTERLY FINANCIAL STATEMENTS Receive and file the Quarterly Financial Statements for the period ended December 31, 2014. Riverside County Transportation Commission Minutes March 11, 2015 Page 6 8E. SINGLE SIGNATURE AUTHORITY REPORT Receive and file the Single Signature Authority report for the second quarter ended December 31, 2014. 8F. APPROVE MEMORANDUM OF UNDERSTANDING FOR COOPERATIVE PLANNING AND DEVELOPMENT OF THE SANTA ANA RIVER TRAIL PROJECT BETWEEN THE COMMISSION AND THE RIVERSIDE COUNTY REGIONAL PARK AND OPEN -SPACE DISTRICT 1) Approve Memorandum of Understanding (MOU) No. 15-67-059-00 with the Riverside County Regional Park and Open -Space District (District) for project management services to complete the design phase and manage the construction phase of the Santa Ana River Trail Project (Project). The MOU will reimburse the Commission's cost to perform project management services for managing the completion of design, construction management, and construction contracts for the Project; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with the District to reflect non -funding changes related to the Project on behalf of the Commission; and 4) Approve an increase of $250,000 in FY 2014/15 budgeted revenues and expenditures for project management services related to the Project. 8G. TITLE VI PROGRAM REPORT, INCLUDING PUBLIC PARTICIPATION PLAN AND LANGUAGE ASSISTANCE PLAN Approve the Title VI Program Report, including the Public Participation Plan and Language Assistance Plan in compliance with Federal Transit Administration (FTA) requirements. 8H. OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY 1) Approve Agreement No. 15-45-027-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount of $1,635,846 in state funding for FY 2014/15; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. Riverside County Transportation Commission Minutes March 11, 2015 Page 7 9. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2015/16 BUDGET Michele Cisneros, Finance Manager/Controller, presented the proposed policy goals and objectives for FY 2015/16 Budget, and discussed the following areas: • Budget development; • Commission guiding policies; • Commission policy goals and objectives; • Major changes — Promote mobility, system efficiencies, and revenue policies; and • Next steps. M/S/C (Spiegel/Radi) to approve the proposed Commission Policy Goals and Objectives for the Fiscal Year 2015/16 Budget. 10. COACHELLA VALLEY-SAN GORGONIO PASS RAIL CORRIDOR STUDY — PURPOSE AND NEED STATEMENT Robert Yates, Multimodal Services Director, presented the purpose and need statement and a status update for the project, highlighting the following areas: • Connecting Southern California; • Why Amtrak service and not Metrolink; • Coordination with agencies and elected officials; • Public meetings held on February 23 and 26; • Federal Railroad Administration (FRA) process; • FRA's four phase process; • Project status — Phase 1 and Phase 2; • Phase I technical elements and corridor demographics; • Maps depicting the existing transportation services and facilities; • Travel volumes and trip patterns; • Forecast growth in weekday travel between Los Angeles and Coachella Valley; • Corridor travel times; • Purpose and need — Corridor problems and needs, purpose and objectives for transportation improvements, and performance objectives; • Process to develop alternatives; and • A map depicting five rail route alternatives to be screened. Commissioner John Benoit expressed appreciation for the presentation and for holding the public meetings for this proposed project as it was well organized. He stated the study includes looking at Indio to L.A. Union Station as an objective goal for a transportation corridor and he agrees it would be desirable; however he strongly suggested the Commission include an alternative from Indio to one of the Metrolink stations in Riverside or San Bernardino as it may be more reasonable in terms of costs. Riverside County Transportation Commission Minutes March 11, 2015 Page 8 Robert Yates replied as the Commission moves forward into the preliminary alternatives analysis stage, it will be addressed. Commissioner J. Benoit stated in regards to tourism and the ability to accurately predict how valuable the tourism industry is will be a challenge and he understood staff will be contacting the Convention of Visitors Bureau, which would be helpful. While there is certainly a need to get to Los Angeles, the number of people that travel to the Coachella and Palm Springs festivals is even greater. Robert Yates replied staff intends to make that connection and believes there is some occupancy data that will be helpful when specifically discussing ridership. Commissioner Brenda Knight expressed appreciation to staff for listening to the Commissioners' comments especially about the Amtrak and Metrolink issue as that is one of the biggest confusions. She expressed gratitude on behalf of the city of Beaumont as it believes the Commission is headed in the right direction. Commissioner Paul Lewin concurred with Commissioner J. Benoit's comments. He referred to the staff report and mentioned the term cost effective is being used a number of times and asked if widening the Interstate 10 corridor will be part of the cost effectiveness measurement to deal with the congestion. Robert Yates concurred and stated he would expect particularly through the environmental document it will be given a very rigorous discussion. He explained the whole idea is to promote an alternative mobility source with respect to the costs of widening freeways or using other forms of travel and it will be addressed. Commissioner Lewin replied he suggested explicitly stating the Commission will look at this as part of the cost effectiveness. He stated when looking at the cost effectiveness, it is a benefit to the trucking industry, which is also an element to the cost benefit that should be included in the study in addition to the widening of the 1-10. Commissioner Marion Ashley expressed appreciation to staff for an excellent job in moving this forward. He concurred with Commissioner J. Benoit's comments as tourism is a big part of this, which helps to get vehicles off the road. Commissioner Steven Hernandez suggested the topic of disadvantaged communities should be included as part of the study as it will add to the overall strength of the Commission's goal, which is heavy analysis on providing alternatives to disadvantaged communities as the Commission seeks funding options. Robert Yates replied it is a primary element of the purpose and need statement as staff identified the disadvantaged communities areas along the proposed rail route and it should be factored into the study moving forward. Riverside County Transportation Commission Minutes March 11, 2015 Page 9 Anne Mayer explained the California Transportation Agency stated this project is not currently eligible for cap and trade funding. With regard to the FRA grant, staff was notified of an accelerated opportunity for grant applications, although it has been sitting in Washington D.C. since September 2014. Ms. Mayer discussed how staff is working closely with Senator Dianne Feinstein's office to encourage the release of the information regarding the grant packages and to also continue advocating for this project at the federal level. She expressed appreciation for all of the Commissioners comments. Commissioner Ashley stated he and Commissioners J. Benoit and Tavaglione attended the National Association of Counties (NACo) legislative conference and advocated for this project when there was an opportunity and will continue to do so at all future legislative visits. Commissioner Rick Gibbs suggested reaching out to the tribes to increase the amount of people traveling to those venues as well. Commissioner Jesse Molina expressed his support for the project and asked about the opportunity to use bullet type trains, and if the Amtrak trains and current rail lines will be used. He would prefer to see a faster train to Palm Springs. Anne Mayer replied there have been quite a few proposals for a variety of different types of train services between Los Angeles and Las Vegas and so far the funding cannot be found in order to become operational. Staff continues to monitor this and stated that type of competition has been a topic of conversation and providing rail service out to those opportunities throughout Riverside County could be direct competition with service to Las Vegas. 11. STATE AND FEDERAL LEGISLATIVE UPDATE Aaron Hake, Government Relations Manager, presented the state and federal legislative activities, highlighting the following areas: • Bills the Commission supports — AB 4 (Linder), AB 218 (Melendez), AB 194 (Frazier), and SB 321 Beall); • Gas tax reduction impacts; • Speaker Atkins proposal; • Looking ahead — Revenue proposals, CEQA modernization MAP-21 extension, PEPRA/13(c) Court Case; and • Aerial maps of the cap and trade improvements in Mead Valley and Mecca. Commissioner J. Benoit stated when he and Commissioners Ashley and Tavaglione attended the NACo, they took the opportunity to speak to the delegation about MAP- 21. He explained members on both sides of the isles are discussing this repatriation as a serious discussion on how to do a three to five year transportation bill and fund it. Riverside County Transportation Commission Minutes March 11, 2015 Page 10 At this time, Commissioners Ben Benoit and J. Benoit left the meeting. Anne Mayer asked the Commissioners to contact staff if information is needed when traveling on other business. She explained staff will stay very engaged in conversations with committee staff and legislative offices in Sacramento as well as in Washington D.C. to find out details and to identify issues of importance to the Commission. Ms. Mayer stated at the January Commission Workshop, the Commission spent a great deal of time on the road user charge proposal on the pilot program occurring in the state of California. There was a legislatively created technical advisory committee established through the California Transportation Commission (CTC). She then discussed the second statewide working group for the road user charge proposal being established by the CTC and stated she accepted the request to serve as its chair. M/S/C (Hanna/Spiegel) to: 1) Receive an update on state and federal legislation; 2) Adopt a Support position on SB 321 (Beall); and 3) Add to the Commission's Legislative Platform: "Support legislation that reduces the volatility of state/federal transportation revenue." 12. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION 8C. QUARTERLY SALES TAX ANALYSIS Commissioner Kotyuk expressed concern for Attachment 2, as the data listed is incorrect for the city of San Jacinto and requested this item come back next month for approval with the correct attachment. Michele Cisneros stated she will work with the consultant and bring it back to the Commission for approval. At this time, Commissioner Bob Magee left the meeting. 8D. QUARTERLY INVESTMENT REPORT Commissioner Kotyuk noted two bond investments had maturities greater than five years, which seemed to be non -complaint with the Commission's investment policy. At this time, Commissioner B. Benoit rejoined the meeting. Theresia Trevino replied she will look at the specific items included in the attached report. She explained the variable rate demand bonds have a separate provision in the Commission's investment policy as those are remarketed on a more frequent basis and there is a final maturity date for these bonds. She Riverside County Transportation Commission Minutes March 11, 2015 Page 11 indicated she will review the Commission's policy to assess compliance. Ms. Trevino stated the policy allows a longer term if these bonds are in a senior lien reserve account for the debt service reserve. She explained the bond indenture may have broader provisions than the Commission's general investment policy. She apologized for the omission of benchmark information previously requested as it was obtained in the quarterly report from the investment advisor for these bond funds and she neglected to put these attachments in the agenda item. She stated she will send the investment manager's last quarterly report to the Commissioners and ensure it is included in future quarterly reports. Commissioner Kotyuk expressed appreciation for Ms. Trevino's comments and for checking this information. He asked if there was a different policy the investment managers were using because there is a statement that refers to one investment policy. He requested if there is another policy that it be identified in the staff report as well. At this time, Commissioner Tavaglione left the meeting. Theresia Trevino replied she will indicate where the investment policy provides for the permitted investments as specified in the bond indenture. M/S/C (Radi/Kotyuk) receive and file the Quarterly Investment Report for the quarter ended December 31, 2014. At this time, Commissioner Tavaglione rejoined the meeting. 13. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 13A. Anne Mayer announced: • Basem Muallem, Governor's Appointee, announced his retirement effective at the end of March 2015; and • At its April Commission meeting, the Commission will be certifying the Mid County Parkway project environmental impact report. At this time, Commissioner Jeffries and Catalino Pining III left the meeting. 14. CLOSED SESSION 14A. CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION Initiation of Litigation Pursuant to Subdivision (d)(4) of Government Code Section 54956.9 Potential Number of Case(s): 1 Riverside County Transportation Commission Minutes March 11, 2015 Page 12 14B. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION Pursuant to Government Code Section 54956.9 (01) Case No(s). RIC 1309727 There were no announcements from closed session item(s). 15. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Busch adjourned the meeting at 11:16 a.m. in memory of Metrolink Engineer Glen Steele. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, April 8, 2015, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, TaraJ_Byerly Deputy Clerk of the Board AGENDA ITEM 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Executive Committee Beth Gutierrez, Human Resources Administrator THROUGH: Anne Mayer, Executive Director SUBJECT: California Public Employees' Retirement System Audit Regarding Pay Schedule Requirements and Adjustment of Employer -Paid Member Contributions Reporting EXECUTIVE COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 15-002, "Resolution of Riverside County Transportation Commission Adopting the Fiscal Year 2012/13 Publicly Available Pay Schedule as Required by CaIPERS"; 2) Adopt Resolution No. 15-003, "Resolution of Riverside County Transportation Commission Adopting the Fiscal Year 2013/14 Publicly Available Pay Schedule as Required by CaIPERS"; 3) Adopt Resolution No. 15-004, "Resolution of Riverside County Transportation Commission Adopting the Fiscal Year 2014/15 Publicly Available Pay Schedule as Required by CaIPERS"; and 4) Adopt Resolution No. 15-005, "Resolution of Riverside County Transportation Commission Adjusting Reporting of Employer Paid Member Contributions". BACKGROUND INFORMATION: Throughout 2014, the California Public Employees' Retirement System (CaIPERS) Office of Audit Services conducted an audit of the Commission's payroll reporting and member enrollment practices for the period of July 1, 2010, through July 10, 2013. The audit returned with two findings — both administrative in nature. The purpose of this staff report is for the Commission to address both findings. The two findings involve the need for the Commission, rather than the Executive Committee, to approve an annual salary schedule and to take action to resolve inconsistent reporting to CaIPERS in previous years regarding the employer -paid member contributions (EPMC). Agenda Item 7A 1 Salary Schedule Approval The Commission's Administrative Code was revised when the Commission was reorganized in 1998, to make the Executive Committee responsible for overseeing and approving staff functions and salary schedules. Following this procedure, the Commission's salary schedules have historically been approved by the Executive Committee, subject to possible reconsideration by the Commission if requested under the processes set forth in the Administrative Code. The audit report found this process did not conform to the requirements of Section 570.5 of Title 2 of the California Code of Regulations, which requires salary schedules meet the requirements of publicly available pay schedules as outlined in Section 570.5. Staff disagrees with the auditor's conclusion since the Commission's Administrative Code clearly assigns jurisdiction over personnel and staffing issues to the Executive Committee. Commission's legal staff argued that approval by the Executive Committee, as a fully noticed Brown Act meeting, with the option of it being pulled for hearing by a Commissioner complied with the law. That argument was rejected by CaIPERS. The Commission could appeal CaIPERS' conclusion, however, staff believes the better course is to take the necessary steps to ensure the Commission's salary schedules are deemed publicly available pay schedules as that term is interpreted by CaIPERS. Therefore, staff is requesting that the Commission adopt the above referenced Resolution Nos. 15-002, 15-003, and 15-004 including the respective salary schedules, which are identical to the salary schedules previously approved by the Executive Committee and included in the budgets approved by the Commission beginning in FY 2015/16. In the future, the Commission will continue to comply with the procedures outlined in its Administrative Code, however, will ensure the annually approved salary schedule for all staff will be considered separately and approved by the Commission during the budget process. Additionally, the Commission always complied, and will continue to comply, with the law and requirements of the State Controller to post its salary schedule and positions on its website. Commission Reporting to CaIPERS In the course of this same audit, CaIPERS also requested the Commission adopt a resolution to reconcile EPMC paid and reported by the Commission to CaIPERS on behalf of employees, the EPMC reflected in the Commission's personnel policies, and the EPMC documented in the Commission's EPMC resolution for the period commencing on July 1, 2010 and concluding on July 10, 2013 (modification period), the day before the phase out of the EPMC began. In 2003, the Commission's contract with CaIPERS was amended to change the retirement formula and to increase the normal member contribution. However, this amendment to the Commission's CaIPERS contract did not adjust CaIPERS' records to reflect a corresponding change in the EPMC then in effect from 7 percent to 8 percent. The auditor requested the Commission adopt a resolution that is applicable only for the modification period in order to reconcile the Commission's policies regarding the EPMC with Agenda Item 7A 2 CaIPERS' records. This action will ensure the Commission's prior actions and employees' expectations consistent with the foregoing actions are reflected in CaIPERS' records. Therefore, staff is requesting the Commission adopt Resolution No. 15-005, which reflects an 8 percent EPMC for employees hired prior to November 28, 2003, and a 7 percent EPMC for employees hired on or after November 28, 2003. This resolution is only applicable for the modification period. It does not affect Resolution No. 14-009, which documents the phase out of the EPMC for all employees beginning on July 11, 2013. The Commission's reporting was based on advice given to it at the time by CaIPERS, which has now proven to be inconsistent. The proposed resolution will clarify the reporting and will not have a fiscal impact on past or current employees or the Commission itself. In looking forward to the future, the issue becomes a moot point since RCTC phased out the EPMC. Fiscal Impact There is no direct fiscal impact associated with these recommended actions. Adoption of the resolutions simply ensures the Commission's policies regarding publicly available pay schedules and the payment and reporting of EPMC are consistent. Attachments: 1) Resolution No. 15-002 2) Resolution No. 15-003 3) Resolution No. 15-004 4) Resolution No. 15-005 Agenda Item 7A 3 ATTACHMENT 1 RESOLUTION NO. 15-002 RESOLUTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION ADOPTING THE FISCAL YEAR 2012/13 PUBLICLY AVAILABLE PAY SCHEDULE AS REQUIRED BY CALPERS WHEREAS, CaIPERS regulations require that employee salaries be included on a publicly available pay schedule as defined in California Code of Regulations, Title 2, Section 570.5; and WHEREAS, one of the requirements of Section 570.5 is that the Commission's salary schedule be adopted by resolution of the Board of Commissioners; and WHEREAS, although the Commission's salary schedules have been previously approved by the Executive Committee in accordance with the Commission's Administrative Code and in compliance with applicable public meeting laws, it has been determined that it is in the Commission's best interest to have the salary schedules affirmatively approved by the Board of Commissioners. NOW, THEREFORE, BE IT RESOLVED that the Board of Commissioners of the Riverside County Transportation Commission hereby adopts the FY 2012/13 salary schedule for Commission employees attached hereto as Exhibit 1 and incorporated herein by this reference, with an effective date of July 1, 2008. APPROVED AND ADOPTED this 8th day of April, 2015. ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission Daryl R. Busch, Chair Riverside County Transportation Commission 4 EXHIBIT 1 Riverside County Transportation Commission Pay Structure Effective July 1, 2008 Pay New Range New Control New Range Grade Job Classifications: Minimum Point Maximum 1 Office Assistant $2,730 $3,350 $3,685 $15.75 $19.33 $21.26 2 Senior Office Assistant $3,003 $3,685 $4,054 Accounting Clerk 517.32 $21.26 $23.39 3 Accounting Assistant $3,303 $4,054 $4,459 Administrative Assistant (formerly Adm Spt Spec) $19.06 $23.39 $25.72 4 $3,633 $4,459 $4,905 $20.96 $25.72 $28.30 5 Accounting Technician $3,996 $4,905 $5,395 Senior Administrative Assistant $23.06 $28.30 $31.13 (formerly Administrative Assistant) 6 Executive Assistant $4,496 $5,518 $6,070 Property Administrator $25.94 $31.83 $35.02 Procurement Assets Administrator 7 Accounting Supervisor $5,058 $6,208 $6,828 Staff Analyst 8 Senior Staff Analyst $5,817 $7,139 $7,853 9 Clerk of the Board $6,689 $8,209 $9,030 Community Relations Manager Commuter Assistance Program Manager Goods Movement Program Manager Government Relations Manager Motor Assistance Program Manager Office and Board Services Manager Rail Program Manager Transit Program Manager 10 $7,191 $8,825 $9,708 11 Accounting & Human Resources Manager $7,910 $9,708 $10,678 Capital Project Manager Procurement and Assets Manager Programming and Planning Manager Right -of -Way Manager 12 $8,701 $10,678 $11,746 13 Director, Multimodal Services $9,571 $11,746 $12,921 Director, Regional Programs 14 Director, Project Development $10,528 $12,921 $14,213 Director, Project Delivery 15 Chief Financial Officer $11,844 $14,536 $15,990 16 Deputy Executive Director $13,325 $16,353 $17,988 Top Executive Executive Director $15,323 $18,806 $20,687 Number of Grades = 16 not including Executive Director. Range Spread = Open Range to Control Point and 10% Exceptional Performance Range. Total Range Spread = 35% to 40% Based on Range Maximum/Range Minimum Rates. Range Differential = Variable 7.5% to 15.0% between ranges Shaded Area Represents Exceptional Performance Zone Italicized print shows newly defined job classifications. 5 ATTACHMENT 2 RESOLUTION NO. 15-003 RESOLUTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION ADOPTING THE FISCAL YEAR 2013/14 PUBLICLY AVAILABLE PAY SCHEDULE AS REQUIRED BY CALPERS WHEREAS, CaIPERS regulations require that employee salaries be included on a publicly available pay schedule as defined in California Code of Regulations, Title 2, Section 570.5; and WHEREAS, one of the requirements of Section 570.5 is that the Commission's salary schedule be adopted by resolution of the Board of Commissioners; and WHEREAS, although the Commission's salary schedules have been previously approved by the Executive Committee in accordance with the Commission's Administrative Code and in compliance with applicable public meeting laws, it has been determined that it is in the Commission's best interest to have the salary schedules affirmatively approved by the Board of Commissioners. NOW, THEREFORE, BE IT RESOLVED that the Board of Commissioners of the Riverside County Transportation Commission hereby adopts the FY 2013/14 salary schedule for Commission employees attached hereto as Exhibit 1 and incorporated herein by this reference, with an effective date of July 11, 2013. APPROVED AND ADOPTED this 8th day of April, 2015. ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission Daryl R. Busch, Chair Riverside County Transportation Commission 6 EXHIBIT 1 Appendix V Riverside County Transportation Commission Salary Range by Class Title Effective July 11, 2013 Salary Range Class Title Range Minimum (1) Control Point (1) Range Maximum (1) 83 Executive Director $18,402 $22,584 $24,842 75 Deputy Executive Director $15,139 $18,580 $20,438 71 Toll Program Director $13,732 $16,852 $18,538 67 Chief Financial Officer $12,455 $15,286 $16,814 67 Project Delivery Director $12,455 $15,286 $16,814 65 Toll Project Manager $11,862 $14,558 $16,014 63 Planning and Programming Director $11,297 $13,865 $15,251 63 Project Development Director $11,297 $13,865 $15,251 63 Multimodal Services Director $11,297 $13,865 $15,251 53 Capital Projects Manager $8,852 $10,863 $11,950 53 Procurement Manager $8,852 $10,863 $11,950 53 Finance Manager/Controller $8,852 $10,863 $11,950 53 Right of Way Manager $8,852 $10,863 $11,950 51 Planning and Programming Manager $8,430 $10,346 $11,381 51 Commuter and Motorist Assistance Manager $8,430 $10,346 $11,381 51 Rail Manager $8,430 $10,346 $11,381 51 Government Relations Manager $8,430 $10,346 $11,381 51 Transit Manager $8,430 $10,346 $11,381 51 Goods Movement Manager $8,430 $10,346 $11,381 45 Facilities Administrator $7,282 $8,937 $9,831 45 Human Resources Administrator $7,282 $8,937 $9,831 45 Community Relations Manager $7,282 $8,937 $9,831 45 Office and Board Services Manager $7,282 $8,937 $9,831 43 Senior Staff Analyst $6,935 $8,512 $9,363 36 Procurement Analyst $5,845 $7,173 $7,891 35 Staff Analyst $5,706 $7,003 $7,703 33 Accounting Supervisor $5,434 $6,669 $7,336 25 Senior Administrative Assistant $4,471 $5,487 $6,035 25 Accounting Technician $4,471 $5,487 $6,035 17 Administrative Assistant $3,678 $4,514 $4,965 17 Accounting Assistant $3,678 $4,514 $4,965 13 Senior Office Assistant $3,336 $4,094 $4,504 (1) Salary Range may be adjusted annually for COLA's and employee -paid share of pension costs 7 ATTACHMENT 3 RESOLUTION NO. 15-004 RESOLUTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION ADOPTING THE FISCAL YEAR 2014/15 PUBLICLY AVAILABLE PAY SCHEDULE AS REQUIRED BY CALPERS WHEREAS, CaIPERS regulations require that employee salaries be included on a publicly available pay schedule as defined in California Code of Regulations, Title 2, Section 570.5; and WHEREAS, one of the requirements of Section 570.5 is that the Commission's salary schedule be adopted by resolution of the Board of Commissioners; and WHEREAS, although the Commission's salary schedules have been previously approved by the Executive Committee in accordance with the Commission's Administrative Code and in compliance with applicable public meeting laws, it has been determined that it is in the Commission's best interest to have the salary schedules affirmatively approved by the Board of Commissioners. NOW, THEREFORE, BE IT RESOLVED that the Board of Commissioners of the Riverside County Transportation Commission hereby adopts the FY 2014/15 salary schedule for Commission employees attached hereto as Exhibit 1 and incorporated herein by this reference, with an effective date of July 10, 2014. APPROVED AND ADOPTED this 8th day of April, 2015. ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission Daryl R. Busch, Chair Riverside County Transportation Commission 8 EXHIBIT 1 Riverside County Transportation Commission Salary Range by Class Title Effective July 10, 2014 Salary Range Class Title Range Range Minimum Control Point Maximum 83 75 71 67 67 65 63 63 63 53 53 53 53 51 51 51 51 51 51 45 45 45 45 43 36 35 33 25 25 17 17 13 Executive Director Deputy Executive Director Toll Program Director Chief Financial Officer Project Delivery Director Toll Project Manager Planning and Programming Director Project Development Director Multimodal Services Director Capital Projects Manager Procurement Manager Finance Manager/Controller Right of Way Manager Planning and Programming Manager Commuter and Motorist Assistance Manager Rail Manager Government Relations Manager Transit Manager Goods Movement Manager Facilities Administrator Human Resources Administrator Community Relations Manager Office and Board Services Manager Senior Staff Analyst Procurement Analyst Staff Analyst Accounting Supervisor Senior Administrative Assistant Accounting Technician Administrative Assistant Accounting Assistant Senior Office Assistant $18,976 $15, 611 $14,160 $12, 844 $12, 844 $12,232 $11,650 $11,650 $11,650 $9,128 $9,128 $9,128 $9,128 $8,693 $8,693 $8,693 $8,693 $8,693 $8,693 $7,509 $7,509 $7,509 $7,509 $7,152 $6,027 $5,884 $5,604 $4, 610 $4, 610 $3,793 $3,793 $3,440 $23,289 $19,160 $17, 378 $15,763 $15,763 $15,012 $14,297 $14,297 $14,297 $11,202 $11,202 $11,202 $11,202 $10, 669 $10, 669 $10, 669 $10, 669 $10, 669 $10, 669 $9,216 $9,216 $9,216 $9,216 $8,777 $7,397 $7,221 $6,877 $5, 658 $5, 658 $4, 655 $4, 655 $4,222 $25,617 $21,075 $19,116 $17,339 $17,339 $16, 513 $15,727 $15,727 $15,727 $12,322 $12,322 $12,322 $12,322 $11,736 $11,736 $11,736 $11,736 $11,736 $11,736 $10,138 $10,138 $10,138 $10,138 $9,655 $8,137 $ 7, 943 $7,565 $6,224 $6,224 $5,120 $5,120 $4, 644 9 ATTACHMENT 4 RESOLUTION NO. 15-005 RESOLUTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR PAYING AND REPORTING THE VALUE OF EMPLOYER PAID MEMBER CONTRIBUTIONS WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission has the authority to implement Government Code Section 20636(c)(4) pursuant to Section 20691; and, WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission has a written labor policy or agreement, which specifically provides for the normal member contributions to be paid by the employer, and reported as additional compensation; and, WHEREAS, one of the steps in the procedures to implement Section 20691 is the adoption by the Board of Commissioners of the Riverside County Transportation Commission of a resolution to commence paying and reporting the value of said Employer Paid Member Contributions (EPMC); and, WHEREAS, the compliance reported issued by CaIPERS dated September 19, 2014, requested the Commission to follow specific processes that CaIPERS requires in order to document the EPMC paid and reported by the Commission to CaIPERS on behalf of employees; and, WHEREAS, the Board of Commissioners deems it prudent to adopt this Resolution to ensure that the Commission's policies regarding the payment and reporting of the EPMC to CaIPERS on behalf of employees for the period commencing on July 1, 2010, and ending on July 10, 2013, is consistent with CaIPERS' records; and WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission has identified the following conditions for the purpose of its election to pay EPMC: • This benefit shall apply to all employees, except New Members as that term is defined in the California Public Employees' Pension Reform Act of 2013, pursuant to the terms set forth below. • For employees hired before November 28, 2003, this benefit shall consist of paying 8 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation. 10 " F o r e m p l o y e e s h i r e d o n o r a f t e r N o v e m b e r 2 8 , 2 0 0 3 , t h i s b e n e f i t s h a l l c o n s i s t o f p a y i n g 7 p e r c e n t o f t h e n o r m a l m e m b e r c o n t r i b u t i o n a s E P M C , a n d r e p o r t i n g t h e s a m e p e r c e n t ( v a l u e ) o f c o m p e n s a t i o n e a r n a b l e { e x c l u d i n g G o v e r n m e n t C o d e S e c t i o n 2 0 6 3 6 ( c ) ( 4 1 ) a s a d d i t i o n a l c o m p e n s a t i o n . N O W , T H E R E F O R E , B E I T R E S O L V E D t h e B o a r d o f C o m m i s s i o n e r s o f t h e R i v e r s i d e C o u n t y T r a n s p o r t a t i o n C o m m i s s i o n h e r e b y e l e c t s t o p a y a n d r e p o r t t h e v a l u e o f E P M C a s s e t f o r t h a b o v e . B E I T F U R T H E R R E S O L V E D t h i s R e s o l u t i o n s h a l l a p p l y o n l y w i t h r e s p e c t t o t h e p e r i o d c o m m e n c i n g o n J u l y 1 , 2 0 1 0 , a n d e n d i n g o n J u l y 1 0 , 2 0 1 3 , a n d s h a l l s u p e r s e d e a n y o t h e r r e s o l u t i o n p e r t a i n i n g t o t h e E P M C a s i n e f f e c t f o r t h e f o r e g o i n g p e r i o d . B E I T F U R T H E R R E S O L V E D t h e t e r m s s e t f o r t h i n R e s o l u t i o n N o . 1 4 - 0 0 9 s h a l l r e m a i n u n c h a n g e d a n d s h a l l p r e v a i l o v e r a n y i n c o n s i s t e n t t e r m i n t h i s R e s o l u t i o n . A P P R O V E D A N D A D O P T E D t h i s 8 t h d a y o f A p r i l , 2 0 1 5 . D a r y l R . B u s c h , C h a i r R i v e r s i d e C o u n t y T r a n s p o r t a t i o n C o m m i s s i o n A T T E S T : J e n n i f e r H a r m o n , C l e r k o f t h e B o a r d R i v e r s i d e C o u n t y T r a n s p o r t a t i o n C o m m i s s i o n 1 1 AGENDA ITEM 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Finance Manager/Controller THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the sales tax analysis for Quarter 3 2014 (Q3 2014). BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement to MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenue generated from the transactions and use tax (sales tax) audit services. As part of the recurring contracts process, the Commission approved a five-year extension through June 30, 2018. The services performed under this agreement pertain to only the Measure A sales tax revenues. Since the commencement of these services, MuniServices submitted an audit update, which reported findings generated and submitted to the State Board of Equalization (SBOE) for review and determination of errors in sales tax reporting related to 326 businesses. For Q2 2014, the SBOE approved corrections for 231 of these accounts for a total sales tax revenue recovery of $4,683,894. Updated amounts for Q3 2014 will be provided once received from MuniServices. If the SBOE concurs with the error(s) for the remaining claims, the Commission will receive additional revenues; however, the magnitude of the value of the remaining findings was not available. It is important to note that while the recoveries of additional revenues will be tangible, it will not be sufficient to alter the overall trend of sales tax revenues. Additionally, MuniServices provided the Commission with the quarterly sales tax summary report for the Q3 2014. Most of the Q3 2014 Measure A sales tax revenues were received by the Commission in the fourth quarter of calendar year 2014, during October through December 2014, due to a lag in the sales tax calendar. The summary section of the Q3 2014 report is attached and includes an overview of California sales tax receipts, local results, historical cash collections analysis by quarter, summary of the top 25 sales/use tax contributors, historical sales tax amounts, annual sales tax by business category, five-year economic trend for significant business category (auto sales -new), and results. Agenda Item 7B 12 Sales tax receipts for Riverside County were 7.7 percent compared to the Q3 2013. Auto sales - new and restaurants had the largest gains in the Q3 2014 benchmark year; the segments that reflected the smallest gains during the same period were service stations, building materials - wholesale, and light industry. The slower growth in sales tax receipts from service stations, similar to recent prior quarters, can be attributed to lower gas prices. The slowdown in sales tax receipts from building materials -wholesale and light industry can be attributed to a decline in use tax sales on heavy equipment used by energy -related companies in the completion of renewable energy developments in Riverside County. In the Economic Category Analysis below, five of the six categories experienced new highs in the Q3 2014 benchmark year compared to the prior eight benchmark year quarters. Food products and miscellaneous had the largest increases at 7.5 and 6.5 percent, respectively. The food products increase is a result in the steady growth in restaurant prices with no decline in restaurant use. The other economic segments had increases ranging from 3.1 percent to 5.4 percent. ECONOMIC CATEGORY ANALYSIS %of Total / % Change RCTC State Wide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 28.3 / 4.7 28.4 / 2.3 27.5 / 2.4 28.1 / 1.1 30.3 / 3.7 28.9 / 1.9 26.8 / 3.8 28.0 / 0.2 32.1 / 1.1 Food Products 16.5 / 7.5 19.5/5.6 20.7/6.7 16.5/4.6 15.9/3.4 20.4/5.3 16.8/7.1 18.4/3.6 30.3/-0.1 Transportation 26.9 / 5.4 25.1 / 4.2 22.1 / 4.1 28.9 / 4.8 27.1 / 4.3 24.8 / 3.6 28.9 / 6.1 31.3 / 1.6 21.9 / 3.9 Construction 11.8 / 4.5 9.1/4.4 9.1/5.5 10.8/5.5 11.3/6.3 8.0/3.2 10.9/4.5 12.4/2.0 9.3/6.3 Business to Business 14.5 / 3.1 16.8/4.4 19.4/5.9 14.0/2.1 14.2/3.0 16.9/3.9 15.7/5.3 9.0/5.0 5.3/0.6 Miscellaneous 1.9 / 6.5 1.1/2.3 Li/0.1 1.7/1.4 1.2/0.7 1.0/6.8 1.0/-8.1 1.0/6.0 1.1/-1.2 Total 100.0 / 5.1 100.0/4.0 100.0/4.6 100.0/3.3 100.0/4.0 100.0/3.5 100.0/5.2 100.0/2.0 100.0/1.8 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments For 7 of the top 10 segments (auto sales -new, department stores, restaurants, miscellaneous retail, apparel stores, food markets, and building materials -retail) during the past eight quarters, sales tax receipts reached a new high point. These 7 segments represent 53.4 percent of the total sales tax receipts. Service stations and light industry, two of the top 10 segments representing 10.7 and 4.3 percent of the total sales tax receipts remained relatively flat compared to their lowest points in Q1 2014 and Q4 2013, respectively. Building materials -wholesale had a slight decrease from the previous Q2 2014 high point. The top 10 segments represent 75.8 percent of the total sales tax receipts. For the other segments representing 24.2 percent of the total sales tax receipts, the segments representing 14.8 percent of the total sales tax receipts reached new high points in the past two years during Q3 2014. In the Economic Segment Analysis below, auto sales -new, service stations, and department stores represent the three largest segments for Riverside County, or 32 percent of total sales taxes. This is the eighth consecutive quarter since Q3 2008 that auto sales -new and department stores have been in the top three economic segments. Growth seen in previous Agenda Item 7B 13 quarters for the service stations segment has been declining slowly from the high in the last three years due to lower gas prices; however, in comparing year over year results, service stations had a minor increase of 0.2 percent. ECONOMIC SEGMENT ANALYSIS RCTC State Wide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Auto Sales - New Restaurants Restaurants Auto Sales - New Department Stores Restaurants Service Stations Service Stations Restaurants %ofTotal /%Change 10.8 / 9.3 13.5/6.7 14.5/7.8 11.9/7.7 13.8/1.3 14.7/6.4 12.1/2.1 13.7/-1.2 21.5/3.4 2nd Largest Segment Service Stations Auto Sales- New Auto Sales- New Department Stores Service Stations Auto Sales- New Department Stores Department Stores Misc. Retail %ofTotal /%Change 10.7 / 0.2 10.5/8.5 10.1/7.2 11.4/0.6 11.1/-1.0 10.7/8.3 11.0/1.8 11.2/-0.8 9.9/3.8 3rd Largest Segment Department Stores Department Stores Department Stores Restaurants Auto Sales- New Department Stores Restaurants Auto Sales- New Service Stations %ofTotal /%Change 10.5 / 2.4 10.0/0.9 8.4/1.2 10.6/5.8 10.1/11.4 9.7/0.5 10.6/7.5 10.3/6.6 9.8/0.6 During the review of the Q3 2014 detailed report with MuniServices, information regarding sales tax comparison by city and change by economic category from Q3 2013 to Q3 2014 was provided. Staff continues to monitor monthly sales tax receipts and other available economic data to determine the need for any adjustment to the revenue projections. Staff will utilize the forecast scenarios included with the complete report and recent trends in assessing such projections. Staff included a revised Quarterly Sales Tax Change Comparison by City for Q3 2013 to Q3 2014. Attachments: 1) Sales Tax Digest Summary Q3 2014 2) Quarterly Sales Tax Change Comparison by City for Q3 2013 to Q3 2014 — Revised Agenda Item 7B 14 ATTACHMENT 1 Riverside County Transportation Commission Sales Tax Digest Summary Collections through December 2014 Sales through September 2014 (2014Q3) CALIFORNIA'S ECONOMIC OUTLOOK California sales tax receipts increased by 6.2% over the same quarter from the previous year, with Northern California reporting a 6.7% increase compared to 5.7% for Southern California. Receipts for the RCTC changed by 7.7% over the same periods. ShopperTrak predicts that Super Saturday, the last day before Christmas, will surpass Black Friday for holiday spending this year. Stores opening Thanksgiving Day has had an impact on shifting sales throughout the fourth quarter. The National Retail Federation is predicting a 4.1% increase in sales for the holiday season, (including online retail sales), which is higher than 2013's 3.1% and more than 4% for the first time since 2011. The Average Retail Price per gallon of Regular Gasoline in California is $2.75. The price is providing the US economy with a multi -billion dollar boost. Low-income and middle -income Americans, who have received only modest wage increases since the economic recovery began in 2009, have benefitted the most. Falling oil prices have negatively impacted countries that are dependent on high prices to pay for costly foreign ventures, like Russia's intervention in the Ukraine and Iran's support of Syria. LOCAL RESULTS Net Cash Receipts Analysis Local Collections Share of County Pool 0.0% Share of State Pool 0.0% SBE Net Collections Less: Amount Due County 0.0% Less: Cost of Administration Net 3Q2014 Receipts Net 3Q2013 Receipts Actual Percentage Change $39,615,774 0 0 39,615,774 .00 (479,630) 39,136,144 36,339,615 7.7% Business Activity Performance Analysis Local Collections Less: Payments for Prior Periods Preliminary 3Q2014 Collections Projected 3Q2014 Late Payments Projected 3Q2014 Final Results Actual 3Q2013 Results Projected Percentage Change $39,615,774 (2,000,825) 37,614,949 1,347,307 38,962,256 36,760,985 6.0% www.MuniServices.com (800) 800-8181 Page 1 15 Riverside County Transportation Commission HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER $42,000 $41,000 $40,000 $39,000 $38,000 u a> $37,000 C4 $36,000 Z $35,000 $34,000 $33,000 $32,000 (in thousands of $) � I i ■ 2Q2012 3Q2012 4Q2012 1Q2013 2Q2013 3Q2013 4Q2013 1Q2014 2Q2014 3Q2014 Net Receipts —A—SBOE Admin Fees Due $600 - $500 - $400 w - $300 a - $200 $100 $O TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies RCTC's Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents sales from October 2013 to September 2014. The Top 25 Sales/Use Tax contributors generate 22.1% of RCTC's total sales and use tax revenue. ALBERSTON'S FOOD CENTERS LOWE'S HOME CENTERS AMAZON.COM MACY'S DEPARTMENT STORE BEST BUY STORES RALPH'S GROCERY COMPANY CARMAX THE AUTO SUPERSTORE ROSS STORES CHEVRON SERVICE STATIONS SAM'S CLUB CIRCLE K FOOD STORES STATER BROS MARKETS COSTCO WHOLESALE TARGET STORES DEPT OF MOTOR VEHICLES USA SERVICE STATIONS DESERT SUNLIGHT VONS SERVICE STATIONS HOME DEPOT WAL MART STORES JOHNSON MACHINERY COMPANY WALGREEN'S DRUG STORES K MART STORES WHIRLPOOL CORPORATION KOHL'S DEPARTMENT STORES www.MuniServices.com (800) 800-8181 16 Page 2 Riverside County Transportation Commission HISTORICAL SALES TAX AMOUNTS The following chart shows the sales tax level from sales through September 2014, the highs, and the lows for each segment over the last two years. tin thousands of $) ■ 3Q2014 ♦ High ■ Low $20,000 $18,000 ' $16,000 i $14,000 $12,000 $10,000 $8,000 - - L Y $6,000 $4,000 $2,000 - ■ , . . .. illir $0 0S� w � � -tk 45 ,e0tis 11 Q% �� a '‘..1�a { w��$�‘oCJ``a`4e4moo�`'4 eaf.' S .' K��% 1D S�O1���, � '� b• �c�4`��v0 t �44 �� �o�o4 , ,ttv s) �e�14�,t,1 ANNUAL SALES TAX BY BUSINESS CATEGORY (in thousands of $) 3Q2014 2Q2014 -I 1Q2014 - 4Q2013 3Q2013 - 2Q2013 1Q2013 - 4Q201 2 - 3Q2012 2Q2012 4111F6 26,11Mrilir 42,779 18,840 23,075 3 o, 7 44,419 25,787 42,182 18,707 22,658 3oa9 I I I 43,753 25,358 41,641 18,437 22,480 2Ig'_4 I 43,582 24,876 41,188 18,009 22,203 2 9hI 7 43,063 24,366 40,597 18,033 22,376 2 862 11 I I I 42,635 24,128 39,890 17,232 22,481 2 soz I I 42,126 23,768 39,204 16,281 22,410 2111x 1 I 41,319 23,488 38,790 15,516 21,800 2 8o8 I I 1 dek. 40,639 23,090 37,988 15,095 20,885 6 37,271 388 s $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000 f• General Retail f• Food Products CI Transportation CI Construction f• Business To Business f• Miscellaneous www.MuniServices.com (800) 800-8181 17 Page 3 Riverside County Transportation Commission FIVE-YEAR ECONOMIC TREND: Auto Sales - New (in thousands of $) $5,000 $4,500 - $4,000 $3,500 $3,000 $2,500 $2,000 $1,500 $i,000 $500 I 14 1 ilk k - $0 ., O O O O O O O O O O O O O O O O O O O O O O O c c c c eV N N N e N N N N c c c c N N N N d d d d E.d d d d d d d d d d d d d d d d FINAL RESULTS: April -June 2014 Sales Local Net Cash Collections Less: Pool Amounts Less: Prior Quarter Payments Add: Late Payments Local Net Economic Collections after Adjustments Percent Change from January -March 2013 Sales MUNISERVICES' ON -GOING AUDIT RESULTS This Quarter $254,016 Total to Date $4,857,520 $40,507,011 ($-479,630) ($2,049,524) $1,478,836 $40,415,953 UP BY 5.7% www.MuniServices.com (800) 800-8181 18 Page 4 ATTACHMENT 2 General Retail Transportation Construction Business to Business Miscellaneous Jul -Sep Jul -Sep 2014 2013 (2014Q3) (2013Q3) o� Change Gain Gain Decline Decline ROTC • 6.8% 7.0% 5.7% 2.7% 7.7% -0.2% 38,961,353 36,760,600 6.0% Auto Sales - New Restaurants Electronic Equipment BIdg.Matls-Whsle RIVERSIDE COUNTY Banning 9.1% 4.8% 6.0% 14.1% 3.4% -10.6% 457,129 429,635 6.4% Auto Sales - New Misc. Vehicle Sales Service Stations Auto Parts/Repair Beaumont 5.4% 6.6% 1.2% -2.3% 8.1% -20.2% 887,536 856,829 3.6% Department Stores Restaurants Office Equipment BIdg.Matls-Retail Blythe -3.2% -7.1% -4.1% 8.1% 22.6% -62.8% 401,067 405,242 -1.0% Light Industry BIdg.Matls-Retail Service Stations Restaurants Calimesa 44.8% 5.3% -4.1% 0.4% 10.7% -32.2% 160,139 155,326 3.1% Department Stores Restaurants Service Stations Misc. Vehicle Sales Canyon Lake -34.6% -3.5% -6.0% -11.6% -19.5% -35.3% 35,518 40,187 -11.6% Miscellaneous Retail Auto Parts/Repair Department Stores Misc. Vehicle Sales Cathedral City 2.1% 1.5% 9.5% 16.6% 13.6% -6.5% 1,824,536 1,690,865 7.9% Auto Sales - New Service Stations Furniture/Appliance Heavy Industry Coachella 15.6% 11.5% 4.7% 33.4% -1.7% 145.8% 809,012 737,939 9.6% Food Markets Service Stations Light Industry Food Processing Eqp Corona 5.2% 6.2% 1.6% 3.3% -9.6% -21.9% 8,186,734 8,073,844 1.4% Furniture/Appliance Service Stations Chemical Products Auto Sales - New Desert Hot Springs 4.5% 11.6% -2.4% -70.0% -31.8% 14.2% 311,049 323,623 -3.9% Restaurants Food Markets BIdg.Matls-Whsle Heavy Industry Eastvale -6.9% 17.7% 6.0% 20.2% 2.7% -6.1% 1,453,923 1,381,883 5.2% BIdg.Matls-Whsle Food Markets Miscellaneous Retail Office Equipment Hemet 4.2% 6.6% 4.4% 0.4% 6.0% 10.8% 2,390,544 2,287,799 4.5% Auto Sales - New Restaurants Light Industry Furniture/Appliance Indian Wells -3.8% 34.5% 23.8% -8.8% -55.4% 85.5% 118,444 93,773 26.3% Restaurants Recreation Products Furniture/Appliance Miscellaneous Retail Indio -6.0% -1.2% 10.7% 16.9% 9.4% -2.9% 1,942,479 1,826,710 6.3% Service Stations BIdg.Matls-Retail Food Markets Furniture/Appliance Jurupa Valley -7.4% 5.3% 4.2% -0.3% 2.5% -43.3% 2,017,709 1,995,433 1.1% Service Stations Apparel Stores Department Stores BIdg.Matls-Whsle La Quinta -1.2% 1.2% 9.1% -3.8% -2.7% -2.5% 1,429,882 1,419,698 0.7% Auto Parts/Repair Restaurants Food Markets BIdg.Matls-Retail Lake Elsinore 3.7% 7.6% 10.3% 9.2% 8.9% -27.8% 1,814,029 1,692,048 7.2% Auto Sales - New Food Markets Service Stations Light Industry Menifee 6.5% 8.2% 5.3% 0.8% 64.5% 1.3% 1,280,388 1,156,838 10.7% Energy Sales Restaurants BIdg.Matls-Whsle Food Markets Moreno Valley 2.5% 4.6% 9.3% 6.1% 42.4% 3.9% 3,541,315 3,287,638 7.7% Heavy Industry Auto Sales - New Furniture/Appliance Miscellaneous Retail Murrieta 2.1% 7.8% 10.2% -0.8% 22.3% 63.4% 3,140,088 2,919,555 7.6% Leasing Misc. Vehicle Sales Apparel Stores BIdg.Matls-Whsle Norco 19.0% 6.4% 12.6% 1.9% 7.9% 8.7% 1,335,160 1,195,870 11.6% Service Stations BIdg.Matls-Whsle BIdg.Matls-Retail Food Processing Eqp Palm Desert 6.8% 13.5% 3.6% 2.1% 9.9% -37.2% 3,063,299 2,856,323 7.2% Restaurants Apparel Stores Health & Government Office Equipment Palm Springs 4.3% 8.8% -3.4% 7.8% -0.2% 17.5% 2,049,393 1,971,525 3.9% Restaurants BIdg.Matls-Whsle Service Stations Department Stores Perris 7.1% 4.9% 2.8% 14.7% 11.1% 32.4% 2,030,174 1,868,596 8.6% Miscellaneous Other Light Industry Office Equipment Miscellaneous Retail Rancho Mirage -3.7% 12.4% 4.0% -2.5% 4.7% 0.9% 820,284 786,857 4.2% Restaurants Auto Sales - New BIdg.Matls-Retail Misc. Vehicle Sales Riverside 6.8% 5.9% 14.3% 14.5% 6.2% 8.9% 12,616,365 11,448,682 10.2% Auto Sales - New Service Stations Heavy Industry Light Industry Riverside County 24.5% 8.0% -0.5% -20.8% -16.2% 7.0% 7,138,848 7,212,522 -1.0% Apparel Stores Miscellaneous Retail BIdg.Matls-Whsle Electronic Equipment San Jacinto 1.4% 7.4% -3.2% 14.5% 20.3% -9.2% 522,169 508,190 2.8% Restaurants Service Stations Auto Sales - Used Auto Parts/Repair Temecula 3.8% 6.5% 15.0% 7.1% -12.3% -3.0% 6,924,935 6,532,480 6.0% Auto Sales - New Auto Sales - Used Energy Sales Light Industry Wildomar 23.9% 8.2% 16.3% 20.1% 1.1% -1.7% 364,817 322,061 13.3% Service Stations Food Markets Electronic Equipment Light Industry 19 AGENDA ITEM 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Finance Manager/Controller THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with Macias Gini & O'Connell LLP for Audit Services BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 15-19-043-00 to Macias Gini & O'Connell LLP (MGO) for audit services for a three-year term, and two one-year options to extend the agreement, in the amount of $841,000, plus a contingency amount of $59,000, for a total amount not to exceed $900,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for these audit services. BACKGROUND INFORMATION: In accordance with state law and various debt indentures and agreements, the Commission is required annually to publish its financial statements with a report from independent certified public accountants providing an opinion that such financial statements are presented in accordance with generally accepted accounting principles and were audited in accordance with generally accepted auditing standards. The Commission's current auditor, McGladrey LLP, was awarded an agreement in March 2008; this agreement has been amended periodically by the Commission in connection with the recurring contracts process and is expiring. Accordingly, staff commenced a competitive procurement for audit services related to the Commission's financial statements, which are expected to reflect changes in FY 2016/17 as a result of the commencement of toll operations. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price factors include elements such as qualifications of firm and personnel and understanding and approach for audit services as set forth under the terms of Request for Proposals (RFP) No. 15-19-043-00. Agenda Item 7C 20 RFP No. 15-19-043-00 for audit services was released by staff on December 30, 2014. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 131 firms, 17 of which are located in Riverside County. Through the PlanetBids site, 21 firms downloaded the RFP, and 4 of these firms are located in Riverside County. A pre -bid conference was held on January 14, 2015, and attended by 6 firms, of which one firm is local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the January 21 clarification deadline date. Five firms — MGO (Newport Beach); McGladrey LLP (Irvine); Moss Adams LLP (Los Angeles); Simpson & Simpson, CPAs (Los Angeles); and Vavrinek, Trine, Day & Co., LLP (Riverside) — submitted responsive proposals prior to the 2:00 p.m. submittal deadline on February 5. Utilizing the evaluation criteria set forth in the RFP, all firms were evaluated and scored by an evaluation committee comprised of Commission staff. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee short listed and invited 2 firms to the interview phase of the evaluation and selection process. Interviews of the short listed firms — MGO and McGladrey LLP — were conducted on March 2, 2015. As a result of the completion of the evaluation process, the evaluation committee recommends contract award to MGO to perform the Commission's audits for a three-year term, and two one-year options to extend the agreement, as this firm earned the highest total evaluation score. The Commission has an existing agreement with MGO that expires with the completion of the FY 2014/15 audits of Transportation Development Act recipients and Measure A claimants in the Coachella Valley and Palo Verde Valley. Proposing firms were not required to provide cost proposals related to the increase audit scope beginning with the FY 2016/17 audit due to a lack of information currently available regarding the accounting for toll operations. MGO's cost proposal approximated $761,000 for the five-year period. Staff recommends the addition of $80,000 to the agreement authorization, for a total amount of $841,000, related to the increased audit scope due to toll operations in FY 2016/17 through 2018/19; however, staff will negotiate with MGO to determine the actual increase in costs and amend the agreement accordingly. Staff also recommends a contingency amount of $59,000 for other potential scope changes related to additional audit services and consultation regarding matters such as the implementation of new accounting standards or complex transactions. The Commission's standard form professional services agreement will be entered into with MGO subject to any changes approved by the Executive Director, pursuant to legal counsel review. Agenda Item 7C 21 Financial Information In Fiscal Year Budget: Yes Year: FY 2014/15 Amount: $ 20,000 N/A FY 2015/16+ $880,000 Measure A, Local Transportation Funds, No Source of Funds: Transportation Uniform Mitigation Fees, Budget Adjustment: N/A and Motorist Assistance Funds GL/Project Accounting No.: 001001 65401 00000 0001 101 19 65401 Fiscal Procedures Approved: \44,44,41 Date: 03/12/2015 Attachment: Standard Form On -Call Professional Services Agreement Agenda Item 7C 22 Agreement No. 15-19-043-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR AUDIT SERVICES WITH MACIAS GINI & O'CONNELL LLP 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of , 2015, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and MACIAS GINI & O'CONNELL LLP ("Consultant"), a California limited liability partnership. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing audit services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the audit services for the Commission ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from the date first specified above to June 30, 2018, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 17336.00000\8752982.1 23 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: 3.7 Commission's Representative. Commission hereby designates Chief Financial Officer, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant's Representative. Consultant hereby designates r INSERT NAME OR TITLE 1, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's 17336.00000\8752982.1 2 24 Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 17336.00000\8752982.1 3 25 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. 17336.00000\8752982.1 4 26 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) Bodily Injury and Property Damage; (2) Personal Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this Agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. (0 The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. 0) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in 17336.00000\8752982.1 5 27 accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) limits set forth hereunder. Defense costs shall be payable in addition to the (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period 17336.00000\8752982.1 6 28 A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 3.12.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 17336.00000\8752982.1 29 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed INSERT WRITTEN DOLLAR AMOUNT ] (sr INSERT NUMERICAL DOLLAR AMOUNT ]) without written approval of Commission's Executive Director ("Total Compensation"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra 17336.00000\8752982.1 8 30 Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 17336.00000\8752982.1 9 31 CONSULTANT: Attn : COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 17336.00000\8752982.1 10 32 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission in order to allow the Commission to pursue legal remedies designed to limit any confidential information required to be disclosed or to assure the confidential treatment of the information following disclosure. Consultant shall not respond to any such subpoena or court order until notice to the 17336.00000\8752982.1 11 33 Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.18.4Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 17336.00000\8752982.1 12 34 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to 17336.00000\8752982.1 13 35 accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a 17336.00000\8752982.1 14 36 certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub - consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require 17336.00000\8752982.1 15 37 every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 17336.00000\8752982.1 [SIGNATURES ON FOLLOWING PAGE] 16 38 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR AUDIT SERVICES WITH MACIAS GINI & O'CONNELL LLP IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY MACIAS GINI & O'CONNELL LLP TRANSPORTATION COMMISSION By: By: Daryl R. Busch Chair Approved as to Form: Attest: Signature Name Title By: By: Best Best & Krieger LLP General Counsel Its: Secretary 17336.00000\8752982.1 17 39 EXHIBIT "A" - SCOPE OF SERVICES [TO BE INSERTED] EXHIBIT "B" - SCHEDULE OF SERVICES [TO BE INSERTED] EXHIBIT "C" — COMPENSATION [TO BE INSERTED] i Exhibit -1 40 17336.00000\8752982.1 AGENDA ITEM 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Finance Manager/Controller THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with Bartel Associates, LLC for Actuarial Valuation Services for Other Post Employment Benefits BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 15-19-044-00 to Bartel Associates, LLC (Bartel) for actuarial valuation services for Other Post Employment Benefits (OPEB) for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $45,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: In May 2006, the Commission retained Bartel, actuarial consultants, to perform the Commission's biennial OPEB liability calculation as a result of the issuance of Governmental Accounting Standards Board Statement No. 45, Accounting and Financial Reporting by Employers for Postretirement Benefits Other Than Pensions. In Fiscal Year 2007/08 the Commission pre -funded the OPEB liability with the California Employers' Retiree Benefit Trust. Bartel continued to perform the biennial OPEB liability calculation through the June 30, 2013 valuation, which covered FY 2013/14 and FY 2014/15. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price factors include elements such as qualifications of firm and personnel and understanding and approach for actuarial valuation services as set forth under the terms of Request for Proposals (RFP) No. 15-19-044-00. RFP No. 15-19-044-00 for actuarial valuation services was released on December 30, 2014. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Agenda Item 7D 41 Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 96 firms, 12 of which are located in Riverside County. Through the PlanetBids site, 14 firms downloaded the RFP; none of these firms are located in Riverside County. A pre -bid conference was held on January 14, 2015, and attended by one firm. Staff responded to all questions submitted by potential proposers prior to the January 21 clarification deadline date. Three firms — Bartel (San Mateo), Bickmore (Sacramento) and The Nyhart Company (San Diego) — submitted responsive proposals prior to the 2:00 p.m. submittal deadline on February 5. Utilizing the evaluation criteria set forth in the RFP, all firms were evaluated and scored by an evaluation committee comprised of Commission staff. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee recommends contract award to Bartel for actuarial valuation services for OPEB, as this firm earned the highest total evaluation score. The Commission's standard form professional services agreement will be entered into with Bartel, subject to any changes approved by the Executive Director, pursuant to legal counsel review. Financial Information In Fiscal Year Budget: N/A N/A Year: FY 2015/16 FY 2016/17+ Amount: $15,000 $30,000 Measure A, Local Transportation Funds, Source of Funds: Motorist Assistance funds, and Transportation Uniform Mitigation Fee Budget Adjustment: N/A N/A funds GL/Project Accounting No.: 001001 65520 00000 0001 101 19 65520 Fiscal Procedures Approved: \litbrAdei„i Date: 03/11/15 Attachment: Agreement No. 15-19-044-00 Agenda Item 7D 42 Agreement No. 15-19-044-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ACTUARIAL VALUATION SERVICES WITH BARTEL ASSOCIATES, LLC 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2015, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and BARTEL ASSOCIATES, LLC ("Consultant"), a California limited liability company. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing actuarial valuation services for post employment medical benefits under Governmental Accounting Standards Board (GASB) Statement No. 45 to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the GASB 45 Actuarial Valuation of Post Employment Medical Benefits Project ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from the date first specified above to June 30, 2018 unless earlier terminated as provided herein. Consultant shall 17336.00000\8752982.1 43 complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: 3.7 Commission's Representative. Commission hereby designates Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 17336.00000\8752982.1 2 44 3.8 Consultant's Representative. Consultant hereby designates j INSERT NAME OR TITLE ], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 17336.00000\8752982.1 3 45 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. 17336.00000\8752982.1 4 46 3.12.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) Bodily Injury and Property Damage; (2) Personal Injury/Advertising Injury; (3) Premises/Operations Liability; (4) Products/Completed Operations Liability; (5) Aggregate Limits that Apply per Project; (6) Explosion, Collapse and Underground (UCX) exclusion deleted; (7) Contractual Liability with respect to this Agreement; (8) Broad Form Property Damage; and (9) Independent Consultants Coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. 0) The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. 0) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in 17336.00000\8752982.1 5 47 accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) limits set forth hereunder. Defense costs shall be payable in addition to the (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period 17336.00000\8752982.1 6 48 A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 3.12.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 17336.00000\8752982.1 49 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed INSERT WRITTEN DOLLAR AMOUNT ] (sr INSERT NUMERICAL DOLLAR AMOUNT ]) without written approval of Commission's Executive Director ("Total Compensation"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra 17336.00000\8752982.1 8 50 Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 17336.00000\8752982.1 9 51 CONSULTANT: Attn : COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 17336.00000\8752982.1 10 52 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission in order to allow the Commission to pursue legal remedies designed to limit any confidential information required to be disclosed or to assure the confidential treatment of the information following disclosure. Consultant shall not respond to any such subpoena or court order until notice to the 17336.00000\8752982.1 11 53 Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.18.4Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 17336.00000\8752982.1 12 54 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to 17336.00000\8752982.1 13 55 accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a 17336.00000\8752982.1 14 56 certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub - consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require 17336.00000\8752982.1 15 57 every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 17336.00000\8752982.1 [SIGNATURES ON FOLLOWING PAGE] 16 58 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ACTUARIAL VALUATION SERVICES WITH BARTEL ASSOCIATES, LLC IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY BARTEL ASSOCIATES, LLC TRANSPORTATION COMMISSION By: By: Daryl R. Busch Chair Approved as to Form: Attest: Signature Name Title By: By: Best Best & Krieger LLP General Counsel Its: Secretary 17336.00000\8752982.1 17 59 EXHIBIT "A" - SCOPE OF SERVICES [TO BE INSERTED] EXHIBIT "B" - SCHEDULE OF SERVICES [TO BE INSERTED] EXHIBIT "C" — COMPENSATION [TO BE INSERTED] i Exhibit -1 60 17336.00000\8752982.1 AGENDA ITEM 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Trustee Services for Toll Revenue Bonds BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 15-19-083-00 to U.S. Bank National Association (US Bank) for trustee services related to the 2013 Toll Revenue Bonds (Toll Bonds) for the State Route 91 Corridor Improvement Project (91 Project) for a five-year term, and additional option periods in five-year increments, in the amount of $60,000, plus a contingency amount of $5,000, for a total amount not to exceed $65,000 for the initial five-year term; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the trustee services; and 4) Ratify Agreement No. 15-19-085-00, a three -party agreement among the Commission, US Bank as successor trustee, and The Bank of New York Mellon Trust Company, N.A. (BNY Mellon) as prior trustee regarding the transfer of the rights, powers, and trusts related to the Toll Bonds. BACKGROUND INFORMATION: In February 2013, based on a competitive procurement process, the Commission awarded Agreement No. 13-31-063-00 to BNY Mellon for trustee services related to the financing on the 91 Project for a five-year term, and additional option periods in five-year increments, in an amount of $12,000, plus a contingency amount of $1,000, for a total amount not to exceed $13,000 for the initial five-year term. Subsequently, Agreement No. 13-31-063-01, Amendment No. 1 to Agreement No. 13-31-063-00, was executed by the Executive Director under single signature authority in the amount of $20,000 for investment transaction fees not included in the original agreement. The Commission ultimately engaged an investment manager to actively manage the bond proceeds in an investment portfolio of securities rather than entering into investment agreements. As a result of this amendment, the total not to exceed amount for the agreement is $33,000. Agenda Item 7E 61 BNY Mellon served as trustee for the Toll Bonds since financial close in July 2013. Staff determined it is in the best interests of the Commission to terminate Agreement No. 13-31-063-00 effective May 1, 2015, and appoint US Bank as the successor trustee in accordance with the procedures specified by the Toll Bonds master indenture dated June 1, 2013. The Commission submitted to BNY Mellon on March 12, a notice of intent to terminate Agreement No. 13-31-063-00. A copy of the notice is attached to this staff report. US Bank currently provides trustee services to the Commission for the sales tax revenue bonds under an indenture dated June 1, 2008, as supplemented, and served as trustee for the sales tax revenue bonds issued for the 1989 Measure A program. In connection with the 2013 trustee procurement, US Bank submitted a responsive proposal and was ranked second during the evaluation process. The procurement's evaluation process considered experience, qualifications, and pricing. The primary factor for US Bank's ranking was related to pricing; however, such pricing was comparable to its existing fees charged for the trustee services for the sales tax revenue bonds. Staff obtained a fee schedule from US Bank that is similar to the fees proposed in 2013 and includes pricing for investment transactions; the fees were determined to be fair and reasonable. Based on a review of the 2013 trustee procurement records and consideration of US Bank's satisfactory performance related to the trustee services for the sales tax revenue bonds, staff recommends the Commission award a sole source agreement to US Bank as successor trustee for the Toll Bonds. Article 8.3 of the Toll Bonds master indenture specifies the procedures for removal of a trustee and appointment of a successor trustee. A three -party agreement has been developed among the Commission, US Bank as successor trustee, and BNY Mellon as prior trustee regarding the change in trustees. In connection with Resolution No. 13-004 that authorized the issuance of the Toll Bonds, the Commission authorized the Commission's representatives to take any action necessary for the removal or replacement of the toll trustee without further authorization by the Commission. Staff and legal counsel have reviewed the three -party agreement, which complies with Article 8.3 of the indenture. Although Commission approval of this agreement is not required, staff requests its ratification. The transfer of duties and trust accounts will be effective on May 1 to allow April month end statements for the Toll Bonds trust accounts to be generated by BNY Mellon and May month end statements to be generated by US Bank. Staff desires to complete the transfer prior to the next debt service payment date on June 1. Agenda Item 7E 62 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2014/15 FY 2015/16+ Amount: $ 3,000 $57,000 Source of Funds: Toll Bonds Proceeds Budget Adjustment: No N/A GL/Project Accounting No.: 003028 65520 262 31 65520 Fiscal Procedures Approved: \Y/t�.434 Date: 03/12/15 Attachments: 1) 2) 3) Termination Notice — Dated March 12, 2015 Agreement No. 15-19-083-00 with US Bank (draft) Three -Party Agreement No. 15-19-085-00 among the Commission, US Bank, and BNY Mellon (draft) Agenda Item 7E 63 ATTACHMENT 1 4080 Lemon Street, 3rd Floor • Riverside, CA 92501 Mailing Address: P. O. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org 111Mo Riverside County Transportation Commission March 12, 2015 The Bank of New York Mellon Trust Company, N.A. 400 S. Hope Street, Suite 400 Los Angeles, CA 90071 Attn: Jose Matamoros Subject: Notice of Intent to Terminate Agreement No. 13-31-063-00 for Trustee Services with the Bank of New York Mellon Trust Company, N.A., and Notice of Intent to Remove Trustee Under Master Indenture and to Appoint Successor Trustee Dear Mr. Matamoros: As you are aware, the Riverside County Transportation Commission ("Commission") and the Bank of New York Mellon Trust Company, N.A. ("BNY Mellon") entered into Agreement No. 13-31-063-00 for trustee services, dated as of May 8, 2013, as amended ("Agreement"). The Commission and BNY Mellon also entered into that certain Master Indenture dated June 1, 2013 ("Master Indenture"). The Commission intends, pursuant to Section 3.16.1 of the Agreement, to terminate the Agreement, effective May 1, 2015. In addition, pursuant to Section 8.03(d) of the Master Indenture, the Commission intends to remove BNY Mellon as the trustee under the Master Indenture and to appoint U.S. Bank National Association ("U.S. Bank") as the successor trustee. The foregoing described actions, including acceptance by U.S. Bank of its appointment as successor trustee, are intended to be effectuated pursuant to a three party agreement amongst BNY Mellon, U.S. Bank, and the Commission in a form reasonably acceptable to BNY Mellon ("Three Party Agreement"). Pursuant to the Three Party Agreement, BNY Mellon shall, among other things, transfer to U.S. Bank, all the rights, powers, and trusts of BNY Mellon under the Master Indenture. In accordance with Section 3.16.2 of the Agreement, BNY Mellon shall deliver to the Commission all Documents and Data, as defined in the Agreement, that may have been prepared or accumulated by BNY Mellon in performance of the services, whether completed or in progress. BNY Mellon shall further cooperate with U.S. Bank, as necessary, in the transfer of its obligations as trustee under the Agreement and the Master Indenture, as shall be further detailed in the Three Party Agreement. Such cooperation may include, but not be limited to, the transfer of funds held in trust, and the transfer of records and Documents and Data. NOTICE OF TERMINATION 64 Bank of New York Mellon Mr. Jose Matamoros Page 2 March 12, 2015 As set forth in Section 3.16.1 of the Agreement, upon termination, BNY Mellon shall be compensated only for those services which have been fully and adequately rendered to the Commission through the effective date of termination, and shall be entitled to no further compensation. As of the effective date of termination specified above, BNY Mellon shall discontinue all services under the Agreement. BNY Mellon shall provide the Commission with an estimate of its anticipated costs for the services required to effectuate the termination of BNY Mellon as trustee, as specified in this notice, and shall obtain the Commission's prior written approval before incurring such costs. Compensation for such costs shall be governed by the provisions of the Agreement, or the Three Party Agreement. Sincerely, Anne Mayer Executive Director By e-mail (jose.matamoros@bnymellon.com) and Golden State Overnight NOTICE OF TERMINATION 65 ATTACHMENT 2 Agreement No. 15-19-083-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR TRUSTEE SERVICES WITH U.S. BANK NATIONAL ASSOCIATION 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of , 2015, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and U.S. BANK NATIONAL ASSOCIATION ("Consultant"), a national banking association existing under and by virtue of the laws of the United States of America. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing trustee services, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain trustee services related to the toll revenue bonds (Bonds) and U.S. Department of Transportation's Transportation Infrastructure Finance and Innovation Act loan (Loan) financings in connection with the SR-91 Corridor Improvement Project ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall commence on May 1, 2015 17336.00009\9639237.1 66 for an initial five year period, unless earlier terminated as provided herein. The Commission shall have the option, in its sole discretion, to extend the term of the Agreement for additional periods in five year increments until the maturities of the Bonds and Loan. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedules for the Services agreed upon by the parties ("Schedule"). Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: Ashraf Almurdaah, Vice President. 2 17336.00009\9639237.1 67 3.7 Commission's Representative. Commission hereby designates Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant's Representative. Consultant hereby designates Ashraf Almurdaah, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's negligence, recklessness or willful misconduct. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant 3 17336.00009\9639237.1 68 performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. 4 17336.00009\9639237.1 69 3.12.4Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and, (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Commission, its directors, officials, officers, employees and agents. 5 17336.00009\9639237.1 70 3.12.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A-:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto. The total compensation shall not exceed Sixty Thousand Dollars ($60,000) without written approval of Commission's Executive Director ("Total Compensation"), including, to the extent set forth in the fee 6 17336.00009\9639237.1 71 schedule signed by the Consultant and the Commission and set forth in the attached Exhibit "B," reimbursement for any out-of-pocket or miscellaneous expenses incurred by the Consultant in connection with its duties hereunder. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Consultant shall not be obligated to provide any of Consultant's proprietary data or information confidential to the Consultant, or confidential information regarding the holders of any bonds or other securities issued in connection herewith. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through 7 17336.00009\9639237.1 72 the effective date of the termination, and Consultant shall be entitled to no further compensation. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below. In addition, Consultant shall provide all other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement except for Consultant's proprietary information or information confidential to the Consultant. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: U.S. Bank National Association Corporate Trust Services 633 W. Fifth Street, 24th Floor Los Angeles, CA 90071 Attn:Ashraf Almurdaah COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. All Commission Documents and Data, defined below, provided to Consultant under this Agreement shall remain the property of Commission and shall be returned to Commission, upon Commission's request, following expiration or termination of this Agreement. To the extent required to do so by law, by Consultant's policies and procedures, or pursuant to any agreements executed in connection with the Services to be provided by Consultant under this Agreement, Consultant may retain copies of certain Documents and Data, and shall destroy such Documents and Data when allowed pursuant to law, such policies and procedures and such agreements. 8 17336.00009\9639237.1 73 3.18.1 Reserved. 3.18.2 Reserved. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data ("Document and Data") either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit: (i) disclosure of any and all information that is or becomes publicly known, or information obtained by Consultant from sources other than the Commission; (ii) disclosure of any and all information (A) if required to do so by any applicable rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of Consultant's business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which Consultant or any affiliate or any officer, director, employee or shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of Consultant having a need to know the same, provided that Consultant advises such recipient of the confidential nature of the information being disclosed. Prior to any disclosure in connection with any of the foregoing, Consultant, to the extent permitted to do so by law, shall provide written notice to the Commission of its intent to disclose, opportunity to the Commission to respond to Consultant regarding such intended disclosure, and shall cooperate with the Commission to preserve the confidentiality of information deemed by the Commission, in its sole and absolute discretion, to be confidential. Nothing shall prohibit Consultant from making a disclosure authorized by the Commission in writing. Notwithstanding anything to the contrary herein, disclosures by the Consultant pursuant to periodic audits of its records by the Office of the Comptroller of the Currency and disclosures by the Consultant shall require no prior or subsequent notice to the Commission. 3.18.4 Reserved. 9 17336.00009\9639237.1 74 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. 3.21.1 Consultant Indemnification Obligations. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents and employees free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, to the extent caused by the negligence, recklessness or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents and employees, in any such suit, action or other legal proceeding to the extent caused by the negligence, recklessness or willful misconduct of the Consultant. Consultant shall reimburse the Commission and its directors, officials, officers, agents and employees, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in accordance with Section 3.21.3 and 3.21.4 belowor in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Nothing herein shall obligate Consultant to indemnify the Commission for the Commission's sole negligence or willful misconduct. 3.21.2 Commission Indemnification Obligations. To the extent permitted by applicable law, the Commission shall indemnify Consultant and its officers, directors, agents and employees for, and to hold it harmless against, any loss, liability, cost, suit, claim, judgment, damage or expense incurred by it, arising out of or in connection with the acceptance or administration of that certain master indenture between the Commission and Consultant or the performance of its duties thereunder, including legal fees and expenses and the costs and expenses of defending itself against or investigating any claim of liability or expense, except to the extent that any such liability or expense was due to its own negligence or willful misconduct, and except as otherwise provided in Section 3.21.3 and 3.21.4 below. 10 17336.00009\9639237.1 75 3.21.3 Defense. In the case of any claim, action or proceeding arising out of or incident to, in whole or in part, the alleged negligence, recklessness or willful misconduct of Consultant, Consultant and the Commission shall each retain its own legal counsel, and bear its own defense costs, subject to reimbursement as provided in Section 3.21.4 below. Notwithstanding the foregoing, the parties may mutually agree, in writing, to a joint defense on terms mutually agreeable to both parties. 3.21.4 Reimbursement and/or Reallocation. (A) If a trial verdict or arbitration award allocates or determines that the claim, action or proceeding did not arise out of or was not incident to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, the Commission shall reimburse the Consultant for defense costs to the extent of its indemnification obligations set forth in Section 3.21.2. (B) If a trial verdict or arbitration award allocates or determines that the claim, action or proceeding arose out of or was incident to the sole negligence, recklessness or willful misconduct of Consultant, Consultant shall reimburse the Commission for defense costs to the extent of its indemnification obligations set forth in Section 3.21.1. (C) If a trial verdict or arbitration award allocates or determines that the claim, action or proceeding arose out of or was incident, in part, to the negligence, recklessness or willful misconduct of the Consultant ("comparative fault of the Consultant"), the parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with the comparative fault of the Consultant, and the indemnification obligations contained in this Agreement. 3.21.5 Survival of Indemnification Obligations. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 11 17336.00009\9639237.1 76 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related 12 17336.00009\9639237.1 77 to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provi- sions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant 13 17336.00009\9639237.1 78 and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall, to the extent permitted by law, immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. In the event Consultant is unable to provide the Commission with prior written notice before a response to a subpoena or court order is due, Consultant shall provide written notice to the Commission immediately following disclosure to the extent such notice is permitted by law. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 14 17336.00009\9639237.1 79 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting_Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 15 17336.00009\9639237.1 80 16 17336.00009\9639237.1 81 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR TRUSTEE SERVICES WITH U.S. BANK NATIONAL ASSOCIATION IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY NATIONAL TRANSPORTATION COMMISSION ASSOCIATION By: Daryl R. Busch Chair U.S. BANK By: Signature Name Title Approved as to Form: Attest: By: By: Best Best & Krieger LLP General Counsel Its: Secretary 17 82 17336.00009\9639237.1 EXHIBIT "A" Statement of Work The Commission requires the services of a qualified financial institution to provide trustee services in connection with the Commission's toll -revenue based financings for the Project described in Section 1.1. The indenture(s) for the bonds will include multiple accounts containing investments that must comply with the permitted investment language of the specific indenture as well as the Commission's Investment Policy. The proceeds of the toll revenue bonds will be maintained in investment accounts for, but not limited to, the Commission's construction funds, capitalized interest funds, principal and interest funds, debt service reserve, cost of issuance fund, and other necessary funds in accordance with the bond indenture(s) and TIFIA loan agreement. In addition, the proceeds of the Commission's sales tax revenue bonds for the Project and cash contributions to construction costs are expected to be deposited in the construction funds. The services requested will include the following: • Perform complete trustee functions for one or more bond issues. • Act as registrar, paying agent, and tender agent. • Establish and maintain various funds as required by bond indenture(s) upon the issuance of toll revenue bonds. • Manage all funds and accounts according to the provisions of the bond indenture(s) and in compliance with federal tax law. • Process security trades per instructions received by authorized persons. • Provide a short-term investment vehicle for uninvested balances in trust accounts. • Monitor reserve funds to ensure that amounts required by the bond indentures are maintained. • Provide online web access to account and investment information related to transactions, balances, market values, etc. • Provide monthly activity statements and reports including the market value of all portfolio holdings. • Provide detailed monthly reporting of all transactions in all funds or accounts identified in the bond indenture(s) by account, to be received by the 5th day of the following month, and prepare such other reports as the Commission may request. • Provide detailed reports as required by the USDOT to support the TIFIA loan. • Pay or transfer funds to issuer or others as requested by the Commission for costs of issuance, project costs, and other expenses provided for in the bond indenture(s). • Attend Commission meetings, if and as requested. Other services may be required based on the executed bond indenture(s) and TIFIA loan agreement. End of Statement of Work A-1 17336.00009\9639237.1 83 A-2 17336.00009\9639237.1 84 EXHIBIT "B" COMPENSATION [attached behind this page] B-1 17336.00009\9639237.1 85 [bank Proposed Schedule of Fees for Services as Trustee, Registrar and Paying Agent for Toll Revenue Senior Lien Bonds 2013 Series A Toll Revenue Senior Lien Bonds 2013 Series B Toll Revenue Subordinate Bonds 2013 TIFIA Acceptance Fee: Legal Expenses: waived waived Annual Bond Trustee Administration Fee: $2,000.00 per series Annual administration fee for performance of the routine duties as Trustee, Registrar and Paying Agent, associated with the management of the account. Bond Trustee fees are payable annually in advance. Trades Disbursements $25.00 per trade $25.00 per disbursement Direct Out of Pocket Expenses: At Cost Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after initial close, travel expenses and filing fees (if any). Extraordinary Services: Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge would be assessed based on the nature of the service and the responsibility involved. At our option, these charges would be billed at a flat fee or at our hourly rate then in effect. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non -individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. B-2 17336.00009\9639237.1 86 Dated: March 6, 2015 B-3 17336.00009\9639237.1 87 ATTACHMENT 3 THREE -PARTY AGREEMENT This THREE -PARTY AGREEMENT (this "Instrument"), dated as of April _, 2015, by and among the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (the "Commission"), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (the "Prior Trustee") and U. S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (the "Successor Trustee"). WITNESSETH WHEREAS, the Commission issued its $176,654,601.60 Riverside County Transportation Commission Toll Revenue Bonds, 2013 Series A and 2013 Series B (the "Bonds") pursuant to the Master Indenture dated as of June 1, 2013 (the "Indenture"); and WHEREAS, the Prior Trustee has been acting as Trustee under the Indenture; and WHEREAS, Section 8.03 of the Indenture provides that the Commission may remove the Trustee; and WHEREAS, Section 8.03 of the Indenture further provides that in case the Trustee shall be removed, the Commission may appoint a successor Trustee; and WHEREAS, Section 8.03 of the Indenture further provides that the successor Trustee shall be qualified under the provisions of such Section 8.03 of the Indenture; and WHEREAS, Section 8.03 of the Indenture further provides that any successor Trustee appointed under the Indenture shall execute, acknowledge and deliver to the Commission and to the Prior Trustee an instrument in writing accepting such appointment, thereupon the removal of the Prior Trustee shall become effective and the Successor Trustee without any further action, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of the Prior Trustee under the Indenture and such Prior Trustee shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of such Prior Trustee; WHEREAS, this Instrument shall serve as the written instrument evidencing the transfer and acceptance of obligations under the Indenture as described above, and in Section 8.03 of the Indenture; NOW, THEREFORE, pursuant to the Indenture and in consideration of the covenants herein contained, it is agreed as follows (words and phrases not otherwise defined in this Instrument shall have the definitions given thereto in the Indenture): Page 1 - Tri-Party Agreement 88 1. Pursuant to the terms of the Indenture, the Commission has notified the Prior Trustee that the Prior Trustee has been removed as Trustee under the Indenture effective as of May 1, 2015 (the "Effective Date"). 2. Effective as of the Effective Date, the Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, title, interest under the Indenture and all of its rights, immunities, powers, trusts, duties, obligations, title, interests, capacities, and privileges as Trustee under the Indenture, except as set forth in paragraph 18 hereof. 3. The Prior Trustee agrees to execute and deliver such further instruments and shall take such further actions as the Successor Trustee or the Commission may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all of the rights, immunities, powers, trusts, duties, obligations, title, interests, capacities and privileges hereby assigned, transferred, delivered and confirmed to the Successor Trustee, including without limitation, the execution and delivery of any instruments required to assign all liens in the name of the Successor Trustee. 4. Effective as of the Effective Date, the Commission hereby removes the Prior Trustee and the Commission appoints the Successor Trustee as successor Trustee under the Indenture; and the Commission confirms to the Successor Trustee all of the rights, immunities, powers, trusts, duties, obligations, title, interest, capacities, and privileges of the Trustee under the Indenture except as set forth in paragraph 18 hereof. 5. The Commission agrees to execute and deliver such further instruments and to take such further action as the Successor Trustee may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, immunities, powers, trusts, duties, obligations, title, interests, capacities, and privileges hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 6. Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor Trustee under the Indenture and shall be vested with all of the rights, immunities, powers, trusts, duties, obligations, title, interests, capacities, and privileges of the Trustee under the Indenture, and expressly agrees to all representations, covenants and warranties of the Trustee under the Indenture, including but not limited to those in Articles VII and XI of the Indenture. 7. The Successor Trustee hereby represents that it is qualified and eligible under the provisions of Section 8.03 of the Indenture to be appointed successor Trustee and hereby accepts the appointment as successor Trustee and agrees that upon the signing of this Instrument it shall become vested with all the rights, immunities, powers, trusts, duties, obligations, title, interest, capacities, and privileges of the Prior Trustee with like effect as if originally named as Trustee under the Indenture. The Successor Trustee represents that, as required by Section 8.03 of the Indenture, it is a national banking association qualified to do and doing trust business within the State of California and having an officially reported combined capital, surplus, undivided profits and reserves aggregating at least $500,000,000. Page 2 - Three -Party Agreement 89 8. The Successor Trustee shall cause notice of the removal, appointment and acceptance effected hereby to be given to the owners of the Bonds pursuant to Section 8.03 of the Indenture. 9. Effective as of the Effective Date, the Successor Trustee shall serve as Trustee as set forth in the Indenture at its corporate trust office in Los Angeles, California or such other address as may be specified, where notices and demands to or upon the Commission in respect of the Bonds may be served. 10. The Prior Trustee hereby represents and warrants to the Successor Trustee that: a) No covenant or condition contained in the Indenture has been waived by the Prior Trustee or to the best of its knowledge by the holders of the percentage in aggregate principal amount of the Bonds required by the Indenture to effect any such waiver. b) To the Prior Trustee's knowledge, there is no action, suit or proceeding pending or threatened against the Prior Trustee before any court or governmental authority arising out of any action or omission by the Prior Trustee as Trustee under the Indenture. c) On or prior to the Effective Date, the Prior Trustee has transferred all moneys in any fund or account established by it as Trustee under the Indenture to the Successor Trustee. 11. Each of the parties hereto hereby represents and warrants for itself that as of the date hereof, and the Effective Date: a) it has power and authority to execute and deliver this Instrument and to perform its obligations hereunder, and all such action has been duly and validly authorized by all necessary proceedings on its part; and b) this Instrument has been duly authorized, executed and delivered by it, and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms, except as the enforceability of this Instrument may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor's rights or by general principles of equity limiting the availability of equitable remedies. 12. The parties hereto agree that this Instrument does not constitute an assumption by the Successor Trustee of any liability of the Prior Trustee arising out of any actions or inaction by the Prior Trustee under the Indenture. 13. The parties hereto agree that as of the Effective Date, all references to the Prior Trustee as Trustee in the Indenture shall be deemed to refer to the Successor Trustee. From and after the Effective Date, all notices or payments which were required by the terms of the Indenture and Bonds to be given or paid to the Prior Trustee, as Trustee, shall be given or paid to: U.S. Bank National Association, 633 W. Fifth Street, 24th Floor, Mail Code - LM-CA-T24T, Los Angeles, CA 90071, Attention: Global Corporate Trust Services. Page 3 - Three -Party Agreement 90 14. The removal, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. 15. This Instrument shall be governed by and construed in accordance with the laws of the State of California. 16. This Instrument may be executed in any number of counterparts, each of which shall be an original, but which counterparts, shall together constitute but one and the same instrument. 17. This Instrument shall be binding upon and inure to the benefit of the Commission, the Prior Trustee and the Successor Trustee and their respective successors and assigns. 18. Nothing contained in this Instrument shall in any way affect the obligations of the Commission to the Prior Trustee under the Indenture (including its obligations to compensate, reimburse, and indemnify the Prior Trustee in connection with its trusteeship under the Indenture) or any lien created thereunder. All conditions relating to the appointment of the Successor Trustee as trustee under the Indenture have been met by the Commission. 19. Pursuant to Section 8.03 of the Indenture, the Commission finds that no Event of Default has occurred and that there is no continuing Event of Default under the Indenture and the Commission determines that the removal of the Prior Trustee does not have an adverse effect on the rights or interests of the Bondholders. 20. This Instrument may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Page 4 - Three -Party Agreement 91 IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and attested by their duly authorized officers, all as of the date and year first above written. Attest: By: Title: Signature Page - Tri-Party Agreement RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer Title: Executive Director 92 IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and attested by their duly authorized officers, all as of the date and year first above written. Attest: By: Title: Signature Page - Tri-Party Agreement THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Prior Trustee By: Fe Tuzon Title: Vice President 93 IN WITNESS WHEREOF, the parties hereto have caused this Instrument to be duly executed and attested by their duly authorized officers, all as of the date and year first above written. Attest: By: Title: Signature Page - Tri-Party Agreement U. S. BANK NATIONAL ASSOCIATION, as Successor Trustee By: Ashraf Almurdaah Title: Vice President 94 AGENDA ITEM 7F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Appointment of Underwriters for Commission Financings BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the selection of the following firms to provide underwriting services to the Commission in connection with long-term debt financings for a four-year term, and two one-year options to extend the term: a) Academy Securities, Inc. (Academy); b) Bank of America Merrill Lynch (BAML); c) Barclays Capital, Inc. (Barclays); d) Fidelity Capital Markets (Fidelity); e) Goldman Sachs & Co. (Goldman); and 2) Approve the appointments of BAML and Goldman to perform the services of joint bookrunning senior managing underwriters, Barclays as co -senior managing underwriter, and Academy and Fidelity as co -managing underwriters in connection with the proposed Interstate 15 Express Lanes project financing. BACKGROUND INFORMATION: Following the November 2002 approval of the 2009 Measure A and prior to the commencement of the 2009 Measure A in July 2009, the Commission established a financing program in order to advance project development and right of way acquisition. Initial efforts in 2004 included a procurement process for the appointment of investment banking firms to serve as dealers for the Commission's commercial paper program established in 2005 and as underwriters for the issuance of the Commission's 2008 sales tax bonds. As a result of the financial market crisis in 2008, several changes occurred within and among the investment banking firms in the industry and on the Commission's financing team. Additionally during this period, the Commission began consideration of toll road projects and related toll revenue bond financings. Another procurement process in 2009 resulted in the selection of investment banking firms to serve as underwriters for the issuance of the Commission's 2009 and 2010 sales tax revenue bonds, as well as for the 91 Project financing in Agenda Item 7F 95 2013, which included sales tax revenue bonds, toll revenue bonds, and a Transportation Infrastructure Finance and Innovation Act (TIFIA) loan from the U.S. Department of Transportation (USDOT). Since it has been six years since the last procurement for underwriting services, staff decided to solicit competitive proposals from investment banking firms to assist the Commission with future financings. Currently, the Commission commenced the development of a plan of finance for the 1-15 Express Lanes project, which assumes the issuance of sales tax and toll revenue bonds and the approval and execution of a TIFIA loan. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price factors include elements such as qualifications of firms and the ability to respond to the Commission's needs for underwriting services for Commission financings as set forth under the terms of Request for Proposals (RFP) No. 15-19-033-00. RFP No. 15-19-033-00 for underwriting services for Commission financings was released by staff on December 29, 2014. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 23 firms, 2 of which are located in Riverside County. Through the PlanetBids site, 26 firms downloaded the RFP; none of these firms are located in Riverside County. Staff responded to all questions submitted by potential proposers prior to the January 8 clarification deadline date. Fifteen firms submitted responsive proposals prior to the 2:00 p.m. submittal deadline on January 22: • Academy (San Diego); • Alamo Capital (Walnut Creek); • Backstrom McCarley Berry, LLC (San Francisco); • BAML (Los Angeles); • Barclays (San Francisco); • Cabrera Capital Markets, LLC (Los Angeles); • Citigroup Global Markets (Los Angeles); • Fidelity (San Francisco); • First Southwest Company, LLC (Santa Monica); • Goldman (San Francisco); • J.P. Morgan Securities LLC (Los Angeles); • Morgan Stanley & Co. LLC (Los Angeles); • RBC Capital Markets (San Francisco); • Stifel, Nicolaus & Company, Incorporated (Los Angeles); and • Wells Fargo Bank, N.A. (Los Angeles). Agenda Item 7F 96 Utilizing the evaluation criteria set forth in the RFP, all firms were evaluated and scored by an evaluation committee comprised of Commission staff. The evaluations of the proposals were divided into two tiers: firms to serve as senior and/or co -manager and firms to serve solely as co -manager. Of the 15 proposals, 4 firms proposed solely as co -managers. The firms were — Academy; Alamo Capital; Backstrom McCarley Berry, LLC; and Fidelity. Based on the evaluation criteria set forth in the RFP, the evaluation committee recommended Academy and Fidelity for selection as co -managers. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee short listed and invited 5 of the remaining 11 firms to the interview phase of the evaluation and selection process. Interviews of the short listed firms — BAML, Barclays, Citigroup Global Markets, Goldman, and J.P. Morgan Securities LLC — were conducted on February 25. As a result of the interviews of the shortlisted firms, the evaluation committee recommended selection of 3 of the firms to serve as senior and/or co -managing underwriters for Commission financings over the next four years with an option to extend for an additional two one-year periods, as these shortlisted firms earned the highest total evaluation scores under the evaluation criteria terms of the RFP. Based on the overall evaluation process of the two tiers, staff is therefore recommending 5 investment banking firms to provide underwriting services for Commission financings over the next six years. The Commission successfully financed the 91 Project in 2013 with BAML and Goldman as senior managing underwriters, and Barclays served as the senior managing underwriter for sales tax financing transactions between 2005 and 2010. Academy is a certified disabled veterans business enterprise, and Fidelity has one of the largest pools of retail investors in the industry. Agreements with the senior managing underwriter(s) on behalf of the underwriting team will be part of the financing documents associated with each financing. Similar to prior financings, compensation will be negotiated prior to the issuance of any bonds based on the market conditions and will be paid at the time of issuance of any bonds. Anticipated Financings The 1-15 Express Lanes project is moving forward to the design -build phase. Procurements were conducted over the past few months for a project and construction manager and an investment grade traffic and revenue study. These procurements are the subject of other staff reports for the April Commission meeting. Additionally staff, Commissioner Tavaglione, and the Commission's financial advisor made a presentation to USDOT TIFIA Joint Program Office staff in December 2014, to provide a briefing on the 1-15 Express Lanes project and related schedule through construction completion and opening of the express lanes. The schedule estimates that financial close, or completion of financing activities, will occur in the summer 2017. Accordingly, it is critical to begin the development of a plan of finance, which includes the Agenda Item 7F 97 appointment of an underwriting team. Based on the investment banking firms recommended by staff to serve as underwriters for Commission financings, staff recommends the following appointments for the 1-15 Express Lanes project financing: • BAML and Goldman as Joint Bookrunners; • Barclays as Co -Senior Manager; and • Academy and Fidelity as Co -Managers. In choosing co -managers for this proposed transaction, staff desired to round out the underwriting syndicate with firms having complimentary attributes in order to obtain the broadest distribution of bonds to be sold. There is no current fiscal impact as underwriting compensation will be determined and paid in connection with the specific financings. Plans of finance to be approved by the Commission will contain an estimated cost of issuance, which will include underwriting compensation. Agenda Item 7F 98 AGENDA ITEM 7G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: April 8, 2015 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Lisa DaSilva, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Project and Construction Manager Services for the Interstate 15 Express Lanes Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 15-31-001-00 to Parsons Transportation Group, Inc. (PTG) for project and construction management (PCM) services for the Interstate 15 Express Lanes project in the amount of $50,625,807, plus a contingency amount of $4,050,065, for a total amount not to exceed $54,675,872; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the project. BACKGROUND INFORMATION: Early Development of the 1-15 Corridor Improvement Project In 2002, Riverside County voters approved a 30-year extension of Measure A through 2039 including improvements to the 15 corridor. Specifically, the project commitment contained in the 2009-2039 Measure A extension is to add a lane in each direction on 1-15 from State Route 60 to the San Diego County line. In the spring of 2006, the Commission assessed the feasibility of tolling four freeway corridors in Riverside County and concluded that portions of the SR-91 and 1-15 corridors were generally feasible for tolling from a financial, traffic operation, and engineering standpoint. Throughout 2006, engineering, project scoping, and traffic and revenue study work was performed. An ambitious 1-15 project scope consistent with the significant traffic needs of the corridor was created to both meet the Measure A commitment as well as use tolling as a way to Agenda Item 7G 99 build more improvements and provide more congestion relief than would have otherwise been possible using Measure A funds and other traditional state and federal freeway funding sources. In December 2006, the Commission approved the 2009 Measure A Western Riverside County Highway 10-Year Delivery Plan (10-Year Delivery Plan) to advance the development of the highest priority projects in the 30-year Measure A extension. The 10-Year Delivery Plan called for the development of high occupancy toll lanes within the 1-15 corridor. The Commission's approval of the 10-Year Delivery Plan also authorized staff to begin environmental and preliminary engineering studies for projects within the plan, including those for the 1-15 corridor. In early 2008, the Commission advanced the project to the next project development step of preliminary engineering and environmental studies from 1-215 to SR-60 and named the project the 1-15 Corridor Improvement Project (1-15 CIP). The Commission hired HDR, Inc. to perform environmental and preliminary engineering services for this 44-mile corridor. Tolling Authority After the 2006 Commission approval of the 1-15 CIP and its tolling element, staff worked to obtain the necessary tolling authority for I-15. State Tolling Authority At the California Transportation Commission's (CTC) April 2008 meeting, the CTC found the project eligible for the statewide pilot program under AB 1467 (Nunez 2006). Later that year AB 1954 (Jeffries 2008) was signed into law, which ratified the CTC's April 2008 decision. The passage of AB 1954 provides the Commission with state authority to build and operate two tolled express lanes in each direction within the I-15 corridor. Federal Tolling Authority In March 2008, the Commission submitted an expression of interest (EOI) to the Federal Highway Administration (FHWA) as the first step in obtaining federal tolling authority for 1-15. Based on the EOI, FHWA advised the Commission the 1-15 CIP would best fit under FHWA's Value Pricing Pilot Program (VPPP). In July 2008, the Commission submitted an application for federal tolling authority and in July 2009 entered into an agreement with FHWA making the 1-15 CIP part of the VPPP. This agreement provides the Commission the federal authority to build and operate two tolled express lanes in each direction within the I-15 corridor. Economic Challenges and the Impact on the Commission's Toll Projects The Commission's 10-Year Delivery Plan was conceived and approved in 2006, a bullish economic time when the unemployment rate was at 4.6 percent in the county. Since that economic peak, state and federal funding for freeway transportation projects has generally been in decline for a variety of reasons and the recession that began around 2007 hastened Agenda Item 7G 100 that trend. At the January 2010 annual workshop, the Commission adopted a reprioritization strategy that bifurcated the 10-Year Delivery Plan projects between the Commission's highest priority projects and the remaining projects. Projects in the 1-215 and SR-91 corridors, among others, were categorized as the highest priority and staff was directed to continue to develop these projects using Measure A and other funding sources. The 1-15 CIP was not placed in the highest priority category, making less Measure A dollars available for the 1-15 corridor in the first 10 years of the renewed measure and beyond. Staff was instructed to complete the current work (preliminary engineering and environmental studies), re-evaluate the project work scope and financial plan, and return to the Commission with an update and a recommended path forward. Through this ongoing reevaluation effort, an ad hoc committee composed primarily of Commissioners representing cities along the 1-15 corridor was created to discuss and provide input to the development of a new 1-15 CIP scope of work and provide staff direction. Several guiding principles and practical constraints emerged, further guiding the 1-15 CIP development and the ultimate recommendation of the ad hoc committee and staff. They are as follows: • Minimize the use of Measure A in the short/mid-term; • Maximize the value of improvements by building in the portion of the 1-15 corridor with the greatest need for congestion relief: o Most bang for the buck approach; • Build off the investment being made on SR-91 by constructing tolled express lanes on 1-15, north and south of SR-91: o Complete construction by 2020 to provide some relief soonest but not start construction until after the completion of the SR-91 CIP construction; • Recognize, support, and advocate for other 1-15 corridor improvements constructed by other projects: o SR-91 CIP scheduled to open to traffic in 2017; and o Interchange improvements within the 1-15 corridor such as Limonite Avenue and Cajalco Road; • Construct tolled express lanes in an area where they are financially feasible; and • Meet the Measure A voter commitment: o Build at least one lane in each direction from SR-60 to Cajalco Road; and o Measure A funds not spent on the 1-15 CIP can be allocated to future 1-15 corridor projects and/or other Commission programs and projects. Project Scope Alternatives Project scope alternatives were created and analyzed that varied in number of lanes, type of lanes (e.g. carpool, general purpose, tolled express), construction completion dates, location within the 1-15 corridor (SR-60 to 1-215), and other factors. These alternatives were then narrowed to a shorter list for further detailed evaluation and the results were presented to the Agenda Item 7G 101 ad hoc committee. Ultimately, at its September 2012 meeting, the ad hoc committee adopted the Tolled Express Lanes by 2020 which proposes one to two tolled express lanes in each direction for 14.6 miles from Cajalco Road to SR-60. This alternative best met the guiding principles established by the ad hoc committee. This alternative is estimated to cost $425-450 million (2013) for development and construction. The proposed funding is as follows: $166 million 134 million 134 million 1 million $435 million Measure A (possibly offset by state/federal funds, e.g. CMAQ) Toll revenue bonds (paid back by future toll revenue) Federal TIFIA loan (paid back by future toll revenue) Interest income during construction Total Cost In an effort to differentiate between the original 44 mile project and the now resized 14.6 mile 1-15 toll project, the project was renamed the 1-15 Express Lanes project. The September 2012 action by the Commission set two major efforts in motion: analysis of the project delivery models that best met the project's guiding principles, scope, and traffic and revenue projections and the completion of the project approval and environmental document (PA&ED) efforts. In order to determine the best project delivery model, working groups were established with experts from Parsons Brinckerhoff/Stantec; KPMG; Fieldman Rolapp & Associates; Nossaman; HDR, Inc.; and staff that analyzed the traffic and revenue for the selected alternative and the financial plans associated with the various delivery options. The following delivery options were considered: • Design -Bid -Build • Construction Manager/General Contractor • Design -Build • Design -Build -Finance • Design -Build -Finance -Operate -Maintain • Design -Build -Finance -Operate -Maintain After many months of analysis and detailed presentations of the results at both the November 2013 and the January 2014 ad hoc committee meetings, staff was directed to proceed with a design -build delivery model since it best met the project's guiding principles and leveraged the Commission's 91 Project experience. The other major effort that has been underway since the 2012 adoption of the resized project is the completion of the PA&ED for the resized project. Of the numerous environmental and design studies, 15 have been approved/concurred with by Ca!trans and the remaining few are Agenda Item 7G 102 in the final stages of review and approval with the draft environmental document (Initial Study/Environmental Assessment (IS/EA)) and draft project report scheduled to circulate for public review and comment this summer. The final approval of the IS/EA is anticipated in Spring 2016. In preparation for the start of the design -build and project financing phases and future toll operations, staff proposes to hire a PCM firm, dedicated to delivering the I-15 Express Lanes project. The PCM firm would be an extension of the Commission with a single focus — deliver the 1-15 Express Lanes project through the final engineering, construction, systems integration, and toll operation start up phases. PCM Firm's Role The PCM firm will provide skilled and experienced professionals to perform engineering, management, construction oversight, and other services. Staff sought the highest quality, A -team from firms with national resources and experience. These resources will be scaled up or down as needed to meet the staffing needs during the course of this challenging project. The PCM firm will bring in the right resources at the right time resulting in efficient use of people and money. Initially, these resources will work on tolling policy, interagency agreements such as a toll facility agreement, advanced final engineering to support environmental permits, and procurement strategy for a design -builder, systems integrator, and toll operator. Unlike the 91 Project that utilized the 91 Express Lanes existing systems integrator and toll operator, the 1-15 Express Lanes project does not have either of these services under contract. The PCM will evaluate and recommend a procurement strategy and schedule for these services. Once the design -build contract is awarded, the PCM firm will also perform engineering plan reviews, inspect materials and construction, administer the design - build contract, and other duties. A summary of the PCM's main responsibilities is listed in Table 1 below. TABLE 1 Scope of Work Summary for the PCM Firm PCM DUTIES Agreements and Agency Coordination • Caltrans — franchise agreement, design/right of way/construction, maintenance, utility companies, railroads; • California Highway Patrol —toll violation enforcement; • California Toll Operators Committee — user fee processing Right of Way Acquisition • right of way engineering, appraisals, temporary construction, permanent, and utility easements, relocations, etc. Utility Relocation • agreements, coordination, and advanced utility relocation plans Agenda Item 7G 103 Procurement of Design -Builder • risk analysis, procurement strategy, industry review, request for qualifications, request for proposal, one-on-one meetings, alternate technical proposals, design - build contract provision input, selection process, contract negotiations, contract award process, etc. Advanced Engineering to Support the RFP and Agreements • Perform limited, advanced engineering in several areas including long lead time bridges, surveying, stage construction, geotechnical explorations/reports, etc. prior to the procurement of a design -builder. Coordinate with existing PA&ED firm(s) as necessary for information and engineering work in support of the design -build RFP Project Controls and Implementation Planning • schedule, budget, document control system, forecasting, reporting, project management plans, project procedures Design -Build Industry Outreach • Associated General Contractors, consultants, suppliers Design -Build Contract Administration • safety program, insurance program, invoice reviews, quality assurance/quality control program adherence, contract amendments, etc. Design Plan Reviews • review all permanent and temporary engineering plans and specifications, contract compliance Design Oversight • represent the Commission with Caltrans and the design -builder on all engineering issues, facilitate other agency reviews/approvals Construction Quality Assurance • owner verification of quality through inspection and material sampling, final owner acceptance, safety reviews, etc. Project Closeout • project records, right of way transfer, punch list activities, Caltrans project approval, etc. Identify Technology Requirements • tolling, information technology services, etc. Procurement of a Systems Integrator • risk analysis, procurement strategy and technical requirements, request for qualifications, request for proposal, selection process, contract negotiations, contract award process, etc. Procurement of a Toll Operator • risk analysis, procurement strategy, request for qualifications, request for proposal, selection process, contract negotiations, contract award process, etc. Toll Operation Startup Partnering • aid in partnering between the Commission and the design -builder Agenda Item 7G 104 Project Financing • perform independent engineer role, prepare general engineer's report, and provide certifications for bond proceed requisitions related to project financing efforts Public Information/Outreach • websites, public meetings, newsletters, media reports, community outreach presentations, etc. Environmental Mitigation Implementation and Revalidation Efforts • confirmation of implementation of commitments made during the NEPA/CEQA process, revalidation of changed environmental conditions during construction The schedule for the PCM role on the project is as follows: Develop Agreements/Strategies Begin Design -Build Procurement Award Design -Build Contract Financial Close Start of Construction Completion of Construction Completion of PCM Contract Procurement Process for the PCM At Notice to Proceed Winter 2016 Spring 2017 Summer 2017 Spring 2018 2020 2021 Pursuant to Government Code 4525 et seq, selection of architectural, engineering, and related services, including construction project management, shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement of these services. Request for Qualifications (RFQ) No. 15-31-001-00 for PCM services was released by staff September 24, 2014. A public notice was advertised in the Press Enterprise and the RFQ was posted to the Commission's PlanetBids website, which is accessible through the Commission's website. A pre -submittal conference was held on October 16 and attended by 28 firms. Staff responded to all questions and requests for clarification submitted by potential proposers prior to the October 23 written question deadline. Four firms — PTG; HDR Engineering, Inc.; Hill International, Inc.; and CH2M Hill, Inc. — submitted responsive statements of qualifications (SOQs) prior to the 2:00 p.m. submittal deadline on November 20. Utilizing the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation panel comprised of two Commission staff members, two Caltrans staff members, and a representative from SANBAG. Evaluation criteria included the following elements: Agenda Item 7G 105 " C o r p o r a t e q u a l i f i c a t i o n s o f t h e o f f e r o r a n d t e a m ; " Q u a l i f i c a t i o n s o f k e y t e a m p e r s o n n e l ; " P r o j e c t m a n a g e m e n t o r g a n i z a t i o n a n d a p p r o a c h ; " D e s i g n m a n a g e m e n t a p p r o a c h ; " T o l l i n g a p p r o a c h ; " C o n s t r u c t i o n m a n a g e m e n t a p p r o a c h ; a n d " C o n t r a c t s m a n a g e m e n t a n d p r o c u r e m e n t a p p r o a c h . B a s e d o n t h e e v a l u a t i o n p a n e l '